Common use of Exercise and Payment Clause in Contracts

Exercise and Payment. Exercise of a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery to the Company of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Initial Exercise Date and on or before close of business on the Expiration Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”)hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 2(c) 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.12(a), a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 2(a) 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent (with a copy to the Company) of the Notice of Exercise in the form annexed attached as Exhibit A to the Definitive Certificate attached hereto as Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent 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 hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face thereof. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holderholder’s right to elect to receive a Definitive Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). The Company shall as soon as practicable thereafter notify the Warrant Agent of the exercise by delivery to the Warrant Agent of the Notice of Exercise. Within three the earlier of (3i) one (1) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares Warrant 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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 on which 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 purchasedpurchased in connection with such partial exercise. 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 Trading 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder. Following any receipt by the Company of a Notice of Exercise through the DTC system, the Company shall as soon as practicable thereafter provide written notice to the Warrant Agent of such exercise.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver deliver, in accordance with the payment instructions in the Notice of Exercise, the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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 two (12) Business Day Days 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. Notwithstanding the foregoing in this Section 3.3.1, 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, notwithstanding when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Initial Exercise Date and on or before close of business on the Expiration Date by delivery to the Company Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate to the Company Warrant Agent 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent 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. Notwithstanding the foregoing in this Section 3.3.1, 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company 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 as Exhibit B hereto (to the “Notice Warrant Certificate. In the case of Exercise”). Within three (3) Trading Days following the date Holder of exercise as aforesaida Global Certificate, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable executed Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless and payment of the cashless exercise procedure specified in Exercise Price pursuant to 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 notarization2(a) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate to the Company until the Holder has purchased all and Section 2(b) of the Warrant Shares available thereunder and Certificates (other than in 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 case 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 thereofcashless exercise). Notwithstanding the foregoing any other provision in this Section 3.3.1Warrant Agreement, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant a Global Certificate held in registered book-entry form through the DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 by delivering to the 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 the DTC (or such other clearing corporation, as applicable). The Company hereby acknowledges and agrees that, subject with respect to a Holder whose interest in a Global Certificate is a beneficial interest in a Global Certificate 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 right Participant to elect exercise such Warrants, that solely for purposes of Regulation SHO that such Holder shall be deemed to receive a Warrant in certificated form pursuant to have exercised such Warrants. The Company acknowledges that the terms of bank accounts maintained by the Warrant Agent Agreementin 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. If the materials discussed in which this Section 4(c)(i) are received or deemed to be received after the Termination Date, the exercise thereof will be null and void and any funds delivered to the Company will be returned to the Holder or Participant, as the case this sentence may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of the Warrants. The Warrants shall not applycease to be exercisable and shall terminate and become void as set forth in their respective Warrant Certificates.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company 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 as Exhibit B hereto (to the “Notice Warrant Certificate. In the case of Exercise”). Within three (3) Trading Days following the date Holder of exercise as aforesaida Global Certificate, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable executed Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless and payment of the cashless exercise procedure specified in Exercise Price pursuant to 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 notarization2(b) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, 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 Certificate (other than in 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 case 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 thereofCashless Exercise). Notwithstanding the foregoing any other provision in this Section 3.3.1Agreement, a holder whose interest in a Global Warrant is a beneficial interest in certificate(s) representing such Warrant a Global Certificate held in registered book-entry form through the DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 by delivering to the 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 the DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to . The Company acknowledges that the terms of bank accounts maintained by the Warrant Agent Agreementin 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. If the materials discussed in which 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of the Warrants.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). The Company shall as soon as practicable thereafter notify the Warrant Agent of the exercise by delivery to the Warrant Agent of the Notice of Exercise. Within three the earlier of (3i) one (1) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder. Following any receipt by the Company of a Notice of Exercise through the DTC system, the Company shall as soon as practicable thereafter provide written notice to the Warrant Agent of such exercise.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto D to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Bank Name: Bank of America Routing (ABA)#: 0▇▇▇▇▇▇▇▇ Beneficiary Account Name: Bone Biologics Corp. Beneficiary Account Number: 325024561271 No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate 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 Notice of Exercise 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 Notice of Exercise 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. Notwithstanding 1 Insert Date of Issuance. Any person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery to the Company of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes for Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent (with a copy to the Company) of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent 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 hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face thereof. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holderholder’s right to elect to receive a Definitive Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent (with a copy to the Company) of the Notice of Exercise in the form annexed as Exhibit B A hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent 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 hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face thereof. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holderholder’s right to elect to receive a Definitive Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver deliver, in accordance with the payment instructions in the Notice of Exercise, the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, notwithstanding when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the either the Unit A Expiration Date or the Unit B Expiration Date by delivery to the Company of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 (solely with respect to the Unit A Warrants) 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. Notwithstanding anything herein to the contrary, 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 three (13) 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing by the Secretary of the Company): (i) cash, personal check, money order, cashier’s check, or wire transfer; (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Date; or (iii) subject to applicable law and the Company’s policies, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of Exercise authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the form annexed as Exhibit B hereto (applicable Award Agreement, in lieu of accepting payment of the “Notice Option Price of Exercise”). Within three (3) Trading Days following the date Option and delivering the number of exercise as aforesaidShares of Common Stock for which the Option is being exercised, the Holder shall deliver Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Exercise Price for the shares Fair Market Value (or such other amount as may be 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which case this sentence the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall not applyestablish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent (with a copy to the Company) of the Notice of Exercise in the form annexed as Exhibit B A hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent 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 hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face thereof. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holderholder’s right to elect to receive a Definitive Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder. 1 [___]% of public offering price.

Exercise and Payment. Exercise of a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery (a) Subject to the Company provisions of this Warrant Agreement, 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 as Exhibit B hereto to the Warrant Certificate and payment of the Exercise Price pursuant to Section 2(a) and Section 2(b) of the Warrant Certificate (other than in the “Notice case of a Cashless Exercise”). Within three (3) Trading Days following 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 a Warrant is deemed exercised pursuant to the Warrant Certificate (if by 5:00 P.M., New York City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn any earlier date written on a United States bank unless the cashless exercise procedure specified in Section 3.3.7 below is specified in the applicable any 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. Notwithstanding anything herein to If a Warrant is deemed exercised after the contraryTermination Date, the Holder shall not exercise thereof will be required to physically surrender a Warrant Certificate null and void and any funds delivered to the Company until will be returned to the Holder has purchased all as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of the Warrants. (b) The Warrants shall cease to be exercisable and shall terminate and become void as set forth in their 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applyCertificates.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). The Company shall as soon as practicable thereafter notify the Warrant Agent of the exercise by delivery to the Warrant Agent of the Notice of Exercise. Within three the earlier of (3i) one (1) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder. Following any receipt by the Company of a Notice of Exercise through the DTC system, the Company shall as soon as practicable thereafter provide written notice to the Warrant Agent of such exercise.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer Exercise (i) in lawful money of the United States, in good certified check or cashiergood bank draft payable to the order of the Warrant Agent; or (ii) in the event of a redemption pursuant to Section 6 hereof in which the Company’s check drawn board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a United States bank unless “cashless basis,” by surrendering the cashless exercise procedure specified Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(a)(ii) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(a)(ii) and Section 3.3.7 below 6.3, the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten (10) Trading Days ending on the third Trading Day prior to the date on which the notice of redemption is specified in sent to the applicable Notice holders of Exercise. the Warrants, pursuant to Section 6 hereof. (b) 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, 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 Certificate 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 Trading 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. . (c) Notwithstanding the foregoing any other provision in this Section 3.3.1Agreement, a holder whose interest in a Global Warrant is a beneficial interest in certificate(s) representing such Warrant a Global Certificate held in registered book-entry form through the DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 by delivering to the DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, and complying with the procedures to effect exercise that are required by the DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant . The “Exercise Date” will be the first Business Day on which the materials in certificated form pursuant to the terms of foregoing sentence are received by the Warrant Agent Agreement(if by 5:00 P.M., New York City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. If the materials discussed in which 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent or the Company in respect of an exercise or attempted exercise of the Warrants.

Exercise and Payment. Exercise of a The purchase rights represented by the Warrant may be madeexercised by the Warrant Holder, in whole or in part at any time following the Issue Date during the period prior to the Expiration Date, by the surrender of the Warrant (together with a duly executed notice of exercise in the form attached hereto as Exhibit A (the "Exercise Notice") at the principal office of the Company, and by the payment to the Company, at the option of the Warrant Holder by: (i) wire transfer of immediately available funds, of an amount equal to (A) the number of shares of Common Stock being purchased upon exercise of the Warrant multiplied by (B) the then current Exercise Price (the “Warrant Price”); (ii) If at any time after a date which shall be one hundred and eighty (180) days after the Closing Date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Warrant Holder, then this Warrant may also be exercised, in whole or in part, at any such time by means of a “cashless exercise, which shall mean an exercise of a Warrant in accordance with the immediately following three sentences. To effect a Cashless Exercise, the holder of a Warrant may exercise a Warrant or times on Warrants without payment of the Exercise Price in cash by surrendering such Warrant or after the Issuance Date and on or before close Warrants and, in exchange therefor, receiving such number of business on the Expiration Date by delivery shares of Common Stock equal to the Company product of (1) that number of shares of Common Stock for which such Warrants are exercisable and which would be issuable in the event of an exercise with payment in cash of the Notice of Exercise in Price and (2) the form annexed Cashless Exercise Ratio (as Exhibit B hereto (the “Notice of Exercise”defined below). Within three (3) Trading Days following The “Cashless Exercise Ratio” shall equal a fraction, the numerator of which is the excess of the Current Market Price per share of the Common Stock, as applicable, on the date of exercise as aforesaid, over the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice per share 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. Notwithstanding anything herein to the contrary, 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 Common Stock as of the date of exercise and the final Notice denominator of Exercise which is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion Current Market Price per share 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 Common Stock, as applicable, on 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.; or

Exercise and Payment. Exercise of a the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Issuance Initial Exercise Date and on or before close of business terminating at 5:00 p.m., Eastern time on the Expiration Termination Date (“Exercise Period”) by delivery to the Company and the Warrant Agent of a duly executed copy, submitted, delivered or mailed (including by facsimile or PDF copy submitted by email), to the Notice of Exercise Company at [COMPANY ADDRESS] Attention: [__], email: [__] (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof), and to the Warrant Agent at [WARRANT AGENT ADDRESS] Attention: [__], email: [__] (or such alternative email or physical address provided in writing by the Warrant Agent to the Holder after the date hereof), in substantially the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer transfer, bank drafts or cashier’s or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 3.3.7 2(c) 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a this Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available thereunder hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such this 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 this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder 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 Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of a this 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 thereofhereof. Notwithstanding the foregoing in this Section 3.3.12(a), a holder whose interest in a this Warrant is a beneficial interest in certificate(s) representing such this Warrant held in registered book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 2(a) 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise of a The Warrant Holder may be made, exercise this Warrant in whole or in part, at any time or times from time to time on any Business Day on or after the Issuance Date and on or before close of business on prior to the Expiration Date Date, by delivery delivering to the Company (1) the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company of the Notice Exercise Amount, at the election of Exercise in the form annexed as Exhibit B hereto Warrant Holder, either: (the “Notice of Exercise”). Within three (3i) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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. Notwithstanding anything herein immediately available funds to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate to account of 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 Exercise Amount, (ii) by receiving from the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection equal to any Notice of Exercise within one (1A) 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 as to which this Warrant is being exercised minus (B) the amount stated number of Warrant Shares having a value, based on the face thereofClosing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (iii) any combination of the foregoing. Notwithstanding The Company acknowledges that the foregoing provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section 3.3.1, a holder whose interest in a order to accomplish such intent. For all purposes of this Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functionsother than this Section 2(a)), any reference herein to the exercise of this Warrant shall effect exercises made pursuant be deemed to include a reference to the exchange of this Section 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying Warrant into Shares in accordance with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of Directors shall notify the Warrant Agent Agreement, Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which case this sentence determination shall not applybe subject to Section 5(m) hereof).

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., New York City Time, on any Business Day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto 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 “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Bank Name: [____] Routing (ABA)#: [____] Beneficiary Account Name: Kindly MD, Inc. Beneficiary Account Number:[_______] No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate 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 Notice of Exercise 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 Notice of Exercise 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. Notwithstanding Any Person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., New York City Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial Banks in which case this sentence New York City are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not applybe deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery to the Company of a duly executed facsimile copy (or.pdf copy via e-mail attachment) of the Notice of Exercise in the form annexed attached as Exhibit A to Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Warrant 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. Notwithstanding anything herein to the contrary, 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 on which 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 thereunder 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 Trading 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 3.3.7(b) or (c) below is permitted and specified in the applicable Notice Election to Purchase, deliver to the Company the Exercise Price for each Warrant to be exercised, in lawful money of Exercisethe United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant 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). 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. 1 Insert Date of Issuance. No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate the Warrants to the Company Warrant Agent 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent 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. Notwithstanding Any person so designated by the foregoing 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 preceding paragraphs of this Section 3.3.1, a holder whose interest in a Warrant 4.3.1 by the date that is a beneficial interest in certificate(sone (1) representing such Warrant held in registered form through DTC Trading Day after the delivery of the Election to Purchase. If the Holder (or another established clearing corporation performing similar functions)Participant on behalf of 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 effect exercises made pursuant to this Section 3.3.1 by delivering to DTC be void ab initio. (or such other clearing corporation, as applicableb) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. The “Exercise Date” will be the date on which all of the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 3.3.7(b) or (c) below is permitted and specified in the applicable Notice Election to Purchase, deliver to the Company the Exercise Price for each Warrant to be exercised, in lawful money of Exercisethe United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant 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). 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. No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate the Warrants to the Company Warrant Agent 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent 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. Notwithstanding Any person so designated by the foregoing 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 preceding paragraphs of this Section 3.3.1, a holder whose interest in a Warrant 4.3.1 by the date that is a beneficial interest in certificate(sone (1) representing such Warrant held in registered form through DTC Trading Day after the delivery of the Election to Purchase. If the Holder (or another established clearing corporation performing similar functions)Participant on behalf of 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 effect exercises made pursuant to this Section 3.3.1 by delivering to DTC be void ab initio. (or such other clearing corporation, as applicableb) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. The “Exercise Date” will be the date on which all of the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the office of the Warrant Agent, or at the office of its successor as Warrant Agent, and to the Company of a duly executed facsimile copy or PDF copy submitted by email (or email attachment) of the Notice of Exercise in the form annexed attached hereto as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank to the Company unless the cashless exercise procedure specified in Section 3.3.7 4.3.8 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a the 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 on which 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. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the applicable Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver, or cause to be delivered, the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the applicable Initial Exercise Date, and the applicable Initial Exercise Date shall be the Warrant Share Delivery Date (as defined below) for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. 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. . (b) Notwithstanding the foregoing in this Section 3.3.14.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 4.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent this Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. Exercise (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the Notice following means on the Exercise Date: (i) cash, personal check or wire transfer; (ii) with the approval of the Committee, Shares valued at the Fair Market Value of a Share on the Exercise in Date; (iii) with the form annexed approval of the Committee, subject to any conditions or limitations established by the Committee, the Company’s withholding of Shares otherwise issuable upon exercise of the Options pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Shares so withheld will not be treated as Exhibit B hereto issued and acquired by the Company upon such exercise); (iv) subject to applicable law, through the “Notice sale of Exercise”). Within three (3) Trading Days following the date Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise as aforesaidand irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the Holder amount of applicable withholding taxes payable by Grantee by reason of such exercise; or (v) in any other form of consideration approved by the Committee. (b) Subject to applicable law, the Company may loan a Grantee all or any portion of the amount payable by the Grantee to the Company upon exercise of the Option on such terms and conditions as the Committee may determine. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall deliver be accompanied by documentation as may reasonably be required by the aggregate Exercise Price for Company, including, evidence of authority of such Person or Persons to exercise the shares specified Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Notice Award Agreement, in lieu of Exercise by wire transfer or cashier’s check drawn on a United States bank unless accepting payment of the cashless exercise procedure specified in Section 3.3.7 below Option Price of the Option and delivering the number of Shares of Common Stock for which the Option 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. Notwithstanding anything herein to the contrarybeing exercised, the Holder shall not be required to physically surrender a Warrant Certificate to Committee may direct that the Company until either (i) pay the Holder has purchased all Grantee a cash amount, or (ii) issue a lesser number of the Warrant Shares available thereunder and the Warrant has been exercised in fullof Common Stock, in which any such case, having a Fair Market Value on 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 Date 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 assigneeamount, if any, by acceptance of a Warrant, acknowledge and agree that, by reason which the aggregate Fair Market Value of the provisions Shares of this paragraphCommon Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, following based on such terms and conditions as 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), Committee shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applyestablish.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder. 1 Insert the date that is the five-year anniversary of the Initial Exercise Date; provided, however, if such date is not a Trading Day, insert the immediately following Trading Day.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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 on which 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. Exercise The Option shall be exercised by delivery to the Company at its principal executive office (Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., Secretary) of (i) a Warrant signed written notice of exercise setting forth the number of Shares to be purchased and (ii) payment in full of the option price for the Shares to be purchased. The option price to be paid upon the exercise of this Option may be mademade by either of the following methods: (a) payment in cash in the full amount of the option price; or (b) in lieu of cash payment, at any time until the expiration of this Option, the holder of this Option ("Holder") may, at its option, exchange the Option represented by this Option Agreement, in whole or in partpart (an "Option Exchange"), into the number of Shares determined in accordance with this paragraph 6(b), by surrendering this Option Agreement at any time or times the principal office of the Company accompanied by a notice stating such Holder's intent to effect such exchange, the number of Shares to be exchanged, and the date on or after which the Issuance Date and on or before close Holder requests that such Option Exchange occur (the "Notice of business Exchange"). The Option Exchange shall take place on the Expiration Date by delivery to the Company of date specified in the Notice of Exercise Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Shares issuable upon such Option Exchange and, if applicable, a new Option Agreement (a "Remainder Option Agreement") of like tenor evidencing the Shares which were subject to the surrendered Option Agreement and not included in the form annexed Option Exchange, shall be issued as Exhibit B hereto (of the “Notice of Exercise”). Within three (3) Trading Days following the date of exercise as aforesaid, Exchange Date and delivered to the Holder shall deliver the aggregate Exercise Price for 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. Notwithstanding anything herein to the contrary, 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 business days following the Exchange Date. In connection with any Option Exchange, the Holder's Option Agreement shall represent the right to subscribe for and acquire (I) the number of Shares (rounded to the date next highest integer) equal to (A) the final number of Shares specified by the Holder in its Notice of Exercise is delivered to Exchange (the Company. Partial exercises of a Warrant resulting in purchases of a portion of "Total Share Number") less (B) 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 quotient obtained by dividing (i) the product of Warrant Shares purchased. The Holder the Total Share Number and the Company shall maintain records showing existing Exercise Price per Share by (ii) 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 current Market Price (1as hereinafter defined) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a WarrantShare of Common Stock, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of (II) 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Remainder Option Agreement, in which case this sentence shall not applyif applicable.

Exercise and Payment. Exercise of a the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Issuance Initial Exercise Date and on or before close of business terminating at 5:00 p.m., New York City time on the Expiration Termination Date (“Exercise Period”) by delivery to the Company Warrant Agent of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer transfer, bank drafts or cashier’s or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 3.3.7 2(c) 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a this Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available thereunder hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such this 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 this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder 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 Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of a this 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 thereofhereof. Notwithstanding the foregoing in this Section 3.3.12(a), a holder whose interest in a this Warrant is a beneficial interest in certificate(s) representing such this Warrant held in registered book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 2(a) 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise Subject to the provisions of this Warrant Agreement and the Warrant, a Warrant Registered Holder may be madeexercise the purchase rights represented by the Warrant, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery (i) delivering to the Company of the Warrant Agent, a duly executed Exercise Notice of Exercise in the form annexed attached as Exhibit B hereto A to the Warrant (the “Notice Exercise Notice”) and (ii) (A) payment to the Warrant Agent of Exercise”). Within three (3) Trading Days following an amount equal to the date of exercise as aforesaid, the Holder shall deliver the aggregate applicable Exercise Price for multiplied by the shares specified number of Warrant Shares as to which the Warrant is being exercised (the “Aggregate Exercise Price”) in the applicable Notice of Exercise cash by wire transfer of immediately available funds to an account designated in writing by the Warrant Agent or cashier’s check drawn on (B) by notifying the Company in writing that this Warrant is being exercised pursuant to a United States bank unless the cashless exercise procedure specified in Section 3.3.7 below is specified in the applicable Notice of ExerciseCashless Exercise (as defined below). No ink-original Exercise Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice of Exercise form be required. Notwithstanding anything herein 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 contraryCompany nor the Registered Holders will receive interest on any deposits or Exercise Price. If the materials discussed in this Section 3.3.1 are received or deemed to be received after the Expiration Date, the Holder shall not Exercise Notice (or notice of a Cashless Exercise (as defined below)) will be required to physically surrender a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available thereunder null 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 void and any funds 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 Agent will be returned 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 by delivering to DTC (or such other clearing corporationRegistered Holder, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporationcase may be, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent Agreement, in which case this sentence shall not applyrespect of an exercise or attempted exercise of the Warrants.

Exercise and Payment. Exercise of a The Warrant Holder may be made, exercise this Warrant in whole or in part, at any time or times from time to time on any Business Day on or after the Issuance Date and on or before close of business on prior to the Expiration Date Date, by delivery delivering to the Company (1) the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company of the Notice Exercise Amount, at the election of Exercise in the form annexed as Exhibit B hereto Warrant Holder, either: (the “Notice of Exercise”). Within three (3i) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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. Notwithstanding anything herein immediately available funds to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate to account of 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 Exercise Amount, (ii) by receiving from the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection equal to any Notice of Exercise within one (1A) 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 as to which this Warrant is being exercised minus (B) the amount stated number of Warrant Shares having a value, based on the face thereofClosing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (iii) any combination of the foregoing. Notwithstanding The Company acknowledges that the foregoing provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section 3.3.1, a holder whose interest in a order to accomplish such intent. For all purposes of this Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functionsother than this Section 2(a)), any reference herein to the exercise of this Warrant shall effect exercises made pursuant be deemed to include a reference to the exchange of this Section 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying Warrant into Shares in accordance with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of Director’s shall notify the Warrant Agent Agreement, Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which case this sentence determination shall not applybe subject to Section 5(m) hereof).

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent (with a copy to the Company) of the Notice of Exercise in the form annexed as Exhibit B A hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent 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 hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face thereof. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holderholder’s right to elect to receive a Definitive Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder. 1 125% of public offering price.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery to the Company of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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. Notwithstanding anything herein to the contrary, 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 three (13) 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise of a The purchase rights represented by the Warrant may be madeexercised by the Warrant Holder, in whole or in part at any time following the the date on which the Commission declares the Registration Statement effective (the “Exercise Event Date”), and at any time prior to the Expiration Date, the Holder may exercise this Warrant into shares of the Company’s Common Stock, by the surrender of the Warrant (together with a duly executed notice of exercise in the form attached hereto as Exhibit A) at the principal office of the Company, and by the payment to the Company, at the option of the Warrant Holder by: (i) wire transfer of immediately available funds, of an amount equal to (A) the number of shares of Common Stock being purchased upon exercise of the Warrant multiplied by (B) the then current Exercise Price (the “Warrant Price”); (ii) If at any time after a date which shall be one hundred and eighty (180) days after the Exercise Effective Date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Warrant Holder, then this Warrant may also be exercised, in whole or in part, at any such time or times on or after by means of a “cashless exercise”, wherein the Issuance Date and on or before close of business on the Expiration Date by delivery Warrant Holder may surrender to the Company of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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. Notwithstanding anything herein to the contrary, 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 that number of Warrant Shares available thereunder shall have (or the effect of lowering the outstanding right to receive such number of Warrant Shares purchasable hereunder in shares) having an amount aggregate Fair Market Value at such time equal to or greater than the applicable number Warrant Price for all shares then being purchased (including those being surrendered); or (iii) any combination thereof. For purposes of Warrant Shares purchased. The Holder and this Agreement, “Fair Market Value” of a share as of a particular date shall mean: (A) if the Company shall maintain records showing Common Stock is traded on an exchange or the number of Warrant Shares purchased and over-the-counter market or otherwise quoted or reported on a national exchange, the average reported closing price for the five (5) trading days prior to the date of determination of fair market value, (B) if conversion or exercise is simultaneous with an underwritten public offering of Common Stock registered under the Securities Act of 1933, as amended, then the initial public offering price (before deducting commissions, discounts or expenses) per share sold in such purchases. The Company shall deliver any objection to any Notice of Exercise within one offer, and (1C) Business Day of receipt of otherwise that price determined in good faith and in such notice. The Holder and any assignee, reasonable manner as prescribed by acceptance of a Warrant, acknowledge and agree that, by reason majority 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applyBoard.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 Exercisebank. 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, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as Exhibit included in Annex B hereto to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant 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). 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. No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate the Warrants to the Company Warrant Agent 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent 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. Notwithstanding ____________________________ 1 Insert Date of Issuance. Any person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate 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 Notice of Exercise 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 Notice of Exercise 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. Notwithstanding 1 Insert Date of Issuance. Any person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., New York City Time, on any Business Day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto 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 “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: 60 DEGREES PHARMACEUTICALS, INC. Bank Name: [##########] Routing (ABA)#: [##########] Beneficiary Account Name: [##########] Beneficiary Account Number: [##########] No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate 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 Notice of Exercise 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 Notice of Exercise 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. Notwithstanding Any Person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by H▇▇▇▇▇) 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., New York City Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial Banks in which case this sentence New York City are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not applybe deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter- in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as Exhibit included in Annex B hereto to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: [WIRE/PAYMENT INFORMATION FOR COMPANY] Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant 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). 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. No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate the Warrants to the Company Warrant Agent 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent 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. Notwithstanding Any person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Initial Exercise Date and on or before close of business on the Expiration Date by delivery to the Company Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall (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 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 writing by the Warrant Agent to DTC from time to time, and (ii) deliver the aggregate Exercise Price for 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as Exhibit included in Annex B hereto to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant 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). 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. No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate the Warrants to the Company Warrant Agent 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent 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. Notwithstanding 1 Insert Date of Issuance. Any person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. Exercise Options granted under this Section 6 shall be exercised by the delivery of a Warrant may written (or electronic) notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be madeexercised, in whole or in part, at accompanied by full payment for the Shares and all applicable tax withholding. The Option Price and applicable tax withholding upon exercise of any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery Option shall be payable to the Company in full either: (a) in cash or its equivalent, (b) by tendering previously acquired whole Shares (held for any minimum period needed to avoid adverse impacts to the Company’s earnings for financial reporting purpose), valued at their Fair Market Value at the time of exercise, with such documentation as the Committee may require, or (c) a combination (a) and (b). In addition, payment of the Notice Option Price and applicable tax withholding may be payable by one or more of Exercise the following methods upon written consent from the Committee if such method will not result in a charge to the form annexed as Exhibit B hereto Company’s earnings for financial reporting purposes: (d) by a “net exercise” in which whole Shares that otherwise would be acquired on exercise are withheld (valued at their Fair Market Value at the “Notice time of Exercise”exercise). Within three , (3e) Trading Days following by tendering other Awards payable under the date of exercise as aforesaidPlan, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise or (f) 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 through delivery 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. Notwithstanding anything herein irrevocable instructions to the contrary, the Holder shall not be required a broker to physically surrender a Warrant Certificate promptly deliver to the Company until the Holder has purchased amount of proceeds from a sale of 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 or a portion of the total number whole Shares being exercised. To the extent the Option Price and applicable tax withholding would require the sale or delivery of Warrant a fractional Share, any Shares available thereunder sold or delivered shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal be rounded down to the applicable number next whole Share and the Participant shall pay the remainder using method (a) above. As soon as practicable after receipt of Warrant Shares purchased. The Holder a written (or electronic) notification of exercise and full payment, the Company shall maintain records showing deliver, electronically or in paper form, the number of Warrant Shares purchased and to the date of such purchasesParticipant. The Company No Participant shall deliver have any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance rights of a Warrantshareholder with respect to Shares subject to an Option, acknowledge and agree thatincluding any right to receive dividends, by reason to vote, or to participate in the equity of the provisions of this paragraphCompany, 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. Notwithstanding the foregoing until such Option has been exercised and payment made in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 by delivering to DTC (or such other clearing corporation, full 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applyprovided herein.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Initial Exercise Date and on or before close of business on the Expiration Date by delivery to the Company Warrant Agent, with a copy to the Company, of a duly executed facsimile copy (or email attachment) of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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. 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 Warrant Agent 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent 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 noticenotice from the Warrant Agent. 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 hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face thereof. Notwithstanding the foregoing in this Section 3.3.1, 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). The Company shall as soon as practicable thereafter notify the Warrant Agent of the exercise by delivery to the Warrant Agent of the Notice of Exercise. Within three the earlier of (3i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent (with a copy to the Company) of the Notice of Exercise in the form annexed as Exhibit B A hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Ordinary 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent 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 hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face thereof. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holderholder’s right to elect to receive a Definitive Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. Exercise of A Holder may exercise a Warrant may be madeby delivering, in whole or in partnot later than 5:00 p.m., at New York City time, on any time or times on or after Business Day during the Issuance Date and on or before close of business on Exercise Period (the Expiration Date by delivery “Exercise Date”) to the Company Warrant Agent at its corporate trust department a duly executed facsimile copy of the Notice of Exercise an election to purchase Warrant Shares underlying such Warrant in the form annexed as Exhibit B hereto included on the reverse side of the applicable Warrant Certificate (the an “Notice of ExerciseElection to Purchase”). Within three (3) Trading Days following the date of exercise as aforesaid, the applicable Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise Election to Purchase by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 3.3.7 3.3.9 below is specified in the applicable Notice of ExerciseElection to Purchase. No ink-original Notice of Exercise Election to Purchase shall be required. Unless Warrant Shares, nor shall any or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the exercising Holder, no medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form shall be required. Notwithstanding anything herein to the contrary, the a Holder shall not be required to physically surrender a such Holder’s Warrant Certificate to the Company until the such 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 Holder’s Warrant Certificate to the Company for cancellation within three (3) Trading Days of the date that the final Notice of Exercise Election to Purchase is delivered to the Company. Partial exercises of a 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 hereunder thereunder 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 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., New York City Time, on any Business Day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto 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 “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Bank Name: [____] Routing (ABA)#: [____] Beneficiary Account Name: Bullfrog AI Holdings, Inc. Beneficiary Account Number:[_______] No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate 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 Notice of Exercise 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 Notice of Exercise 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. Notwithstanding Any Person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., New York City Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial Banks in which case this sentence New York City are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not applybe deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

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 to the Warrant Agent at its corporate actions department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant may Certificate, the Warrants to be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business exercised shown on the Expiration Date records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by delivery the Warrant Agent to the Company Depository from time to time, if required hereunder, and (ii) a duly executed facsimile copy (or email attachment) or other method of delivery of a notice to purchase the Notice of Exercise in Warrant Shares underlying the form annexed as Exhibit B hereto Warrants to be exercised (the a “Notice of Exercise”). Within three (3) Trading Days following the date of exercise as aforesaid, properly completed and duly executed by the Holder shall deliver in the 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 (the “Exercise Date”), provided that the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank bank, unless the cashless exercise procedure specified in Section 3.3.7 below is specified in the applicable Notice of Exercise, shall be delivered within one Business Day following the Exercise Date. 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 , so long as the Warrant Shares are to be issued to the contraryRegistered Holder of the Warrant. In connection with the exercise of Warrants, the Holder original Warrant Certificate evidencing the Warrants to be exercised shall not be required to physically surrender a Warrant Certificate be delivered to the Company until the Holder has purchased all of the Warrant Shares available thereunder and under the Warrant has Warrants have been exercised in full, in which case, case the Holder shall surrender such this Warrant to the Company for cancellation within three (3) 3 Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of a the Warrant Certificate 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 Warrant Agent 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) one (1) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder. 1 Insert the date that is the five-year anniversary of the Initial Exercise Date; provided, however, if such date is not a Trading Day, insert the immediately following Trading Day.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., New York City Time, on any Business Day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto 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 “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Bank Name: [____] Routing (ABA)#: [____] Beneficiary Account Name: 60 Degrees Pharmaceuticals, Inc. Beneficiary Account Number:[_______] No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate 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 Notice of Exercise 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 Notice of Exercise 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. Notwithstanding Any Person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., New York City Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial Banks in which case this sentence New York City are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not applybe deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as Exhibit included in Annex B hereto to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant 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). 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. No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate the Warrants to the Company Warrant Agent 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent 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. Notwithstanding Any person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. Exercise (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing by the Secretary of the Company): (i) cash, personal check or wire transfer; (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Date; or (iii) subject to applicable law and the Company’s policies, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) At the discretion of the Committee and subject to applicable law, the Company may loan a Grantee all or any portion of the amount payable by the Grantee to the Company upon exercise of the Option on such terms and conditions as the Committee may determine. (d) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of Exercise authority of such Person or Persons to exercise the Option. (e) At the time a Grantee exercises an Option or to the extent provided by the Committee in the form annexed as Exhibit B hereto (applicable Award Agreement, in lieu of accepting payment of the “Notice Option Price of Exercise”). Within three (3) Trading Days following the date Option and delivering the number of exercise as aforesaidShares of Common Stock for which the Option is being exercised, the Holder shall deliver Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Exercise Price for the shares Fair Market Value (or such other amount as may be 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which case this sentence the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall not applyestablish.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). The Company shall as soon as practicable thereafter notify the Warrant Agent of the exercise by delivery to the Warrant Agent of the Notice of Exercise. Within three the earlier of (3i) one (1) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agency Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder. Following any receipt by the Company of a Notice of Exercise through the DTC system, the Company shall as soon as practicable thereafter provide written notice to the Warrant Agent of such exercise.

Exercise and Payment. Exercise of a the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Issuance Initial Exercise Date and on or before close of business terminating at 5:00 P.M., New York City time on the Expiration Termination Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Warrant 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 2(c) 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a this Warrant Certificate to the Company or the Warrant Agent until the Holder has purchased all of the Warrant Shares available thereunder hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such this Warrant to the Company or Warrant Agent for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder 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 or Warrant Agent shall deliver any objection to any Notice of Exercise within one (1) Business Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of a this 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 thereofhereof. Notwithstanding the foregoing in this Section 3.3.12(a), a holder whose interest in a this Warrant is a beneficial interest in certificate(s) representing such this Warrant held in registered book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 2(a) 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Initial Exercise Date and on or before close Close of business Business on the Expiration Date by delivery to the Company Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate to the Company Warrant Agent 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent 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 noticenotice by the Warrant Agent. 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver deliver, in accordance with the payment instructions in the Notice of Exercise, the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, notwithstanding when the applicable Warrant Shares are delivered to such holder. 1 NTD: Exercise price will be [●]% of the closing price of a share of common stock on NASDAQ on the date of the Underwriting Agreement.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder. 1 The five-year anniversary of the Initial Exercise Date;.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the either the Unit A Expiration Date or the Unit B Expiration Date, as applicable, by delivery to the Company of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 (solely with respect to the Unit A Warrants) 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. Notwithstanding anything herein to the contrary, 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 Warrant Agent 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 three (13) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, will be deemed to acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderunder any Warrant, the number of Warrant Shares available for purchase hereunder under such Warrant at any given time may be less than the amount stated on the face thereof. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise of a Warrant The rights represented by the Warrants may be made, exercised in whole or in part, part at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period, by delivery of the following to the Company of the Warrant Agent at its corporate trust department: (a) An executed Notice of Exercise in the form annexed as Exhibit B hereto attached to the Warrant Certificates delivered hard copy or via e-mail attachment; and (b) Payment of the “Notice of Exercise”). Within Exercise Price within three (3) Trading Days following of the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise is delivered to the Warrant Agent either (i) by wire transfer or cashier’s check drawn on a United States bank unless (subject to the cashless exercise procedure specified limitations in Section 3.3.7 below is specified in the applicable Notice of Exercise6 below), or (ii) pursuant to net exercise terms outlined under Section 3.3.8 below. No ink-original Notice of Exercise shall be required, required nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredrequired unless the Exercise Shares are to be registered in a name other than the Holder’s. Notwithstanding anything herein to the contrary, the The Holder shall not be required to physically surrender a its Warrant Certificate to the Company Warrant Agent until the Holder has purchased all of the Warrant Exercise Shares available thereunder under the Warrant and the Warrant has been exercised in full, in which case, the Holder shall surrender such the Warrant to the Company Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Exercise Shares available thereunder under a Warrant shall have the effect of lowering the outstanding number of Warrant Exercise Shares purchasable hereunder thereunder in an amount equal to the applicable number of Warrant Exercise Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Exercise Shares purchased and the date of such purchases. Exercise Shares purchased under a Warrant shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company shall deliver any objection through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is a participant in such system, and otherwise by physical delivery to any the address specified by the Holder in the Notice of Exercise within one by the date that is three (13) Business Day Trading Days after the delivery to the Company of receipt the Notice of Exercise (such date, the “Exercise Share Delivery Date”), provided that the Warrant Agent shall not be obligated to deliver Exercise Shares hereunder unless the Warrant Agent has received the aggregate Exercise Price on or before the Exercise Share Delivery Date. A Warrant shall be deemed to have been exercised at the time the Notice of Exercise is delivered to the Warrant Agent. Upon delivery of the Notice of Exercise, the Exercise Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such noticeshares for all purposes, as of the date the Warrant has been exercised, irrespective of the date of delivery of the Exercise Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. The Holder and any assignee, by acceptance of Warrant Agent agrees to remain a Warrant, acknowledge and agree that, by reason of participant in the provisions of FAST program so long as 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 thereofAgreement remains in effect. Notwithstanding the foregoing foregoing, the Company shall not be required to make the payments set forth in this Section 3.3.1the Warrants in the case of uncertificated Exercise Shares if the Holder fails to timely initiate a DWAC request to receive such uncertificated Exercise Shares. If the Warrants are received or deemed to be received after the Termination Date, a the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder whose 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 a Warrant is a beneficial interest respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in certificate(s) representing its sole discretion and such Warrant held in determination will be final and binding upon the registered form through DTC (holder or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 by delivering to DTC (or such other clearing corporationParticipant, as applicable) , and the appropriate instruction form for exercise, complying with Warrant Agent. Neither the procedures Company nor the Warrant Agent shall have any obligation to effect exercise that are required by DTC (inform a registered holder or such other clearing corporationthe Participant, as applicable), subject to a Holder’s right to elect to receive a of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in certificated form pursuant to payment of the terms Exercise Price in the account of the Company maintained with the Warrant Agent Agreement, 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 which case this sentence shall not applywriting.

Exercise and Payment. Exercise of a the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Issuance Initial Exercise Date and on or before close of business terminating at 5:00 p.m., New York City time, on the Expiration Termination Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within three the earlier of (3i) one (1) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 2(c) 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a this Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available thereunder hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such this 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 this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder 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 Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of a this 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 thereofhereof. Notwithstanding the foregoing in this Section 3.3.12(a), a holder whose interest in a this Warrant is a beneficial interest in certificate(s) representing such this Warrant held in registered book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 2(a) 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto D to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Bank Name: Bank of America Routing (ABA)#: 0▇▇▇▇▇▇▇▇ Beneficiary Account Name: Bone Biologics Corp. Beneficiary Account Number: 325024561271 No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate 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 Notice of Exercise 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 Notice of Exercise 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. Notwithstanding Any person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”), and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 12. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (i) cash or check, bank draft, or money order payable to the order of the Company; (ii) subject to the approval of the Committee, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (iii) subject to the approval of the Committee, by delivery (including by fax or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; (iv) subject to the approval of the Committee, by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise); and/or (v) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Warrant Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be electronically registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) promptly after the Exercise Date. The obligation of the Company to register shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be made, exercised in whole or in partpart unless such listing, at registration, qualification, consent, or approval shall have been effected or obtained free of any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery conditions not reasonably acceptable to the Company Committee. If the Participant fails to pay for any of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Optioned Shares specified in the applicable Notice of Exercise by wire transfer such notice 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 requiredfails to accept delivery thereof, 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, 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 that 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 Participant’s Stock Option and the Company Participant shall maintain records showing forfeit 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applypurchase such Optioned Shares.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) one (1) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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 Trading 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. Exercise of a Warrant Subject to the limitations set forth in this Agreement, the Optionee may be made, in whole or in part, at any time or times on or after exercise the Issuance Date and on or before close of business on the Expiration Date Options by delivery delivering written notice to the Company stating the number of shares being purchased (but not less than ten (10) shares), and the notice shall be accompanied by payment in full of the Notice purchase price for such shares, which payment may be (1) in cash or by check payable and acceptable to the Company; (2) by tendering to the Company shares of Exercise in Stock owned by the form annexed Optionee for at least six months, if acquired pursuant to a Company stock option, and having an aggregate Market Value Per Share as Exhibit B hereto (the “Notice of Exercise”). Within three (3) Trading Days following the date of exercise as aforesaid, and tender that is not greater than the Holder shall deliver the aggregate Exercise full Option Price for the shares with respect to which the Option is being exercised and by paying any remaining amount of the Option Price as provided in (1) above, provided that the Committee may, upon confirming that the Optionee owns the number of shares being tendered, authorize the issuance of a new certificate for the number of shares being acquired pursuant to the exercise of the Option less the number of shares being tendered upon the exercise and return to the Optionee (or not require surrender of) the certificate for the shares being tendered upon the exercise; (3) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the Option Price and any required tax withholding amounts; provided that in the event the Optionee chooses to pay the Option Price and withholding taxes as provided above, the Optionee and the broker shall comply with such procedures and enter into such agreements as the Committee may prescribe as a condition of such payment procedure; or (4) by a combination of such methods of payment. Promptly after the Company's receipt of the written notice of election to exercise provided for in this Article IV, and Optionee's payment in full of the Option Price (and satisfaction of any applicable withholding taxes), the Company shall deliver or cause to be delivered to the Optionee certificates for the whole number of shares with respect to which the Option is being exercised by the Optionee. Shares shall be registered in the name of the Optionee. If any law or regulation of the Securities and Exchange Commission or of any other federal or state governmental body having jurisdiction shall require the Company or the Optionee to take any action prior to issuance to the Optionee of the shares of Common Stock specified in the applicable Notice written notice of Exercise by wire transfer election to exercise, or cashier’s check drawn on a United States bank unless if any listing agreement between the cashless exercise procedure specified in Section 3.3.7 below is specified in Company and any national securities exchange requires such shares to be listed prior to issuance, the applicable Notice date for the delivery of Exercise. No ink-original Notice of Exercise such shares shall be required, nor adjourned until the completing of such action and/or such listing. In no event 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, the Holder shall not Company be required to physically surrender a Warrant Certificate to issue fractional shares upon the Company until the Holder has purchased all exercise 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 any 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applyOption.

Exercise and Payment. Exercise of a This Warrant may be madeexercised, in whole or in part, at any from time or times on or after to time by the Issuance Date and on or before close of business on Holder prior to the Expiration Date by surrender to the Company, at the principal executive offices of the Company, of this Warrant and the Notice of Exercise annexed hereto duly completed and executed by the Holder, together with payment in the amount obtained by multiplying the Exercise Price then in effect by the number of Warrant Shares thereby being purchased, as designated in the Notice of Exercise. Payment may be made by one or more of the following means: (a) in cash or by check payable to the order of the Company; (b) the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Notice Company good and valid title to such shares, free and clear of Exercise in any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the form annexed as Exhibit B hereto (the “Notice basis of Exercise”). Within three (3) Trading Days following their aggregate fair market value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; (c) exercising using a "net share" method or "pyramiding" of the Warrant Shares, provided that the Company is not prohibited from purchasing or acquiring shares of Common Stock. This shall mean that in lieu of exercise as aforesaidprovided in (a) and (b) above, the Holder shall deliver may elect to convert all or a portion of this Warrant, without the aggregate Exercise Price for payment by 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) Holder of any Notice of Exercise form be required. Notwithstanding anything herein to the contraryadditional consideration, 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 by surrendering this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered Company, into up 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 that is obtained under the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one following formula: X = Y (1A-B) 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, ------- A where X = the number of shares of Warrant Shares available for purchase hereunder at any given time may to be less than issued to the amount stated on the face thereof. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made Holder pursuant to this Section 3.3.1 by delivering 2(c). Y = the number of shares of Warrants the Holder elects to DTC (or such other clearing corporation, as applicable) convert. A = 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), subject to a Holder’s right to elect to receive a fair market value of one Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applyShare.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Initial Exercise Date and on or before close of business on the Expiration Date by delivery to the Company of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three two (32) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing by the Secretary of the Company): (i) cash, personal check or wire transfer; (ii) with the approval of the Committee, Shares valued at the Fair Market Value of a Share on the Exercise Date; or (iii) subject to applicable law, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) Subject to applicable law, the Company may loan a Grantee all or any portion of the amount payable by the Grantee to the Company upon exercise of the Option on such terms and conditions as the Committee may determine. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including, evidence of Exercise authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the form annexed as Exhibit B hereto (applicable Award Agreement, in lieu of accepting payment of the “Notice Option Price of Exercise”). Within three (3) Trading Days following the date Option and delivering the number of exercise as aforesaidShares of Common Stock for which the Option is being exercised, the Holder shall deliver Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Exercise Price for the shares Fair Market Value (or such other amount as may be 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which case this sentence the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall not applyestablish.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 Cashless Exercise procedure specified in Section 3.3.7 3.4.6 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, 3.4.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 3.4.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). The Company shall as soon as practicable thereafter notify the Warrant Agent of the exercise by delivery to the Warrant Agent of the Notice of Exercise. Within three the earlier of (3i) one (1) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 ‎3.3.6 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. Notwithstanding anything herein to the contrary, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1‎3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 ‎3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder. Following any receipt by the Company of a Notice of Exercise through the DTC system, the Company shall as soon as practicable thereafter provide written notice to the Warrant Agent of such exercise. 1 Insert the date that is the five-year anniversary of the Initial Exercise Date; provided, however, if such date is not a Trading Day, insert the immediately following Trading Day.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. Exercise of a This Warrant may be made, in whole exercised during the Exercise Period by the Holder hereof as to all of the Shares or in partany increment or increments of 1,000 Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to Interland at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery following address: 303 Peachtree Center Avenue, Atlanta, Georgia 30303; attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇nterland shall designate in a written notice to the Company Holder, together with this Warrant accompanied by full payment of the Notice purchase price therefor either: (a) in United States dollars in cash or by certified check; or (b) at Holder's election, through delivery of shares of Common Stock having a Fair Market Value equal as of the Date of the Exercise in to the form annexed as Exhibit B hereto (the “Notice cash exercise price. The "Date of Exercise”)" shall be the date immediately preceding the date that Holder delivers the notice of exercise to Interland. Within three (3) Trading Days following The "Fair Market Value" shall be the average closing price of the publicly traded shares of Common Stock of Interland over the 20 trading days immediately preceding the date of exercise exercise. (c) In lieu of payment of the purchase price in cash or by surrender of shares of Common Stock as aforesaidprovided above, the Holder shall deliver may elect to receive upon exercise of this Warrant, by the aggregate Exercise Price for surrender of this Warrant, at the office of Interland, a number of fully paid and nonassessable shares specified of Interland Common Stock as is computed using the following formula: X=Y (A-B) ------- A where X = the number of shares to be issued to such Holder pursuant to this paragraph. Y = the number of shares covered by this Warrant in respect of which the applicable Notice net issue election is made pursuant to this paragraph. A = the Fair Market Value 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 one share of Exercise. No ink-original Notice of Exercise shall be requiredInterland Common Stock, 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, the Holder shall not be required to physically surrender a Warrant Certificate to the Company until the Holder has purchased all as of the time the net issue election is made pursuant to this paragraph. B = the purchase price in effect under this Warrant Shares available thereunder and at the time the net issue election is made pursuant to this paragraph. In connection with any partial exercise of this Warrant has been exercised in full, in which casepursuant to this paragraph (c), the Holder shall surrender such to Interland this Warrant and Interland will issue to the Company Holder a replacement Warrant, exerciseable for cancellation a number of shares of Interland Common Stock equal to (x) the number of shares of Common Stock issuable upon exercise of this Warrant, less (y) the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this paragraph. The parties intend that the exercise of this Warrant pursuant to this paragraph (c) be treated as a "reorganization" within three (3the meaning of Section 368(a)(1)(E) Trading Days of the date the final Notice Internal Revenue Code of Exercise is delivered 1986, as amended and, except as otherwise required by law, Interland agrees not to take any position inconsistent with such treatment for federal income tax purposes including, but not limited to, in any filing, return or information statement. Upon exercise of this Warrant as aforesaid, Interland shall as promptly as practicable, and in any event within 15 days thereafter, execute and deliver to the Company. Partial exercises of Holder a Warrant resulting in purchases of a portion of certificate or certificates for the total number of whole Shares for which this Warrant Shares available thereunder is being exercised in such names and denominations as are requested by the Holder. If this Warrant shall have be exercised with respect to less than all of the effect of lowering Shares, the outstanding number of Holder shall be entitled to receive a new 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 covering the number of Shares in respect of which this Warrant Shares purchased shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. Holder covenants and the date of such purchases. The Company shall deliver agrees that it will pay when due any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assigneeall state and federal issue taxes, by acceptance of a Warrantif any, acknowledge and agree that, by reason which may be payable in respect of the provisions issuance of this paragraph, following Warrant or the purchase issuance of a portion any Shares upon exercise 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applyWarrant.

Exercise and Payment. Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company and the Warrant Agent of the Notice of Exercise Exercise, delivered to the Company at G▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Attention: Chief Executive Officer (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof), and to the Warrant Agent at 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Canton, MA 02021 Attention: Client Services (or such alternative email or physical address provided in writing by the Warrant Agent to the Holder after the date hereof), in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares ADSs specified in the applicable Notice of Exercise by wire transfer transfer, bank drafts or cashier’s or certified check drawn on a United States bank to the Company 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. Notwithstanding anything herein to the contrary, 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 ADSs 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 ADSs available thereunder shall have the effect of lowering the outstanding number of Warrant Shares ADSs purchasable hereunder in an amount equal to the applicable number of Warrant Shares ADSs purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares ADSs 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 ADSs hereunder, the number of Warrant Shares ADSs available for purchase hereunder at any given time may be less than the amount stated on the face thereof. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

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 actions department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant may Certificate, the Warrants to be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business exercised shown on the Expiration Date records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by delivery the Warrant Agent to the Company Depository from time to time, (ii) a duly executed facsimile copy (or email attachment) or other method of delivery of a notice to purchase the Notice of Exercise in Warrant Shares underlying the form annexed as Exhibit B hereto Warrants to be exercised (the a “Notice of Exercise”). Within three (3) Trading Days following the date of exercise as aforesaid, properly completed and duly executed by the Holder shall deliver in the 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 aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate to the Company until the Holder has purchased all of so long as the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant are to be issued to the Company for cancellation within three (3) Trading Days Registered Holder of the date the final Notice of Exercise is delivered to the CompanyWarrant. Partial exercises of a the Warrant Certificate 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 Warrant Agent 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate 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 Notice of Exercise 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 Notice of Exercise 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. Notwithstanding 1 Insert Date of Issuance Any person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., New York City Time, on any Business Day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto 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 “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: DOCOLA, INC. Bank Name: [●] Routing (ABA)#: [●] Beneficiary Account Name: Docola, Inc. Beneficiary Account Number: [●] No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate 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 Notice of Exercise 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 Notice of Exercise 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. Notwithstanding Any Person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., New York City Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial Banks in which case this sentence New York City are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not applybe deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery to the Company of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). The Company shall as soon as practicable thereafter notify the Warrant Agent of the exercise by delivery to the Warrant Agent of the Notice of Exercise. Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares Warrant 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. Notwithstanding anything herein to the contrary, 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 Certificate to the Company for cancellation within three (3) Trading Days of the date on which 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. Notwithstanding the foregoing in this Section 3.3.1, 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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). In such case, subject the rights of any beneficial owner in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a Participant through the DTC system, except to the extent set forth herein or in the Global Certificate, and the Warrant Agent shall give effect to the written certification, proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in such Warrant. Following any receipt by the Company of a notice of exercise through the DTC system, the Company shall as soon as practicable thereafter provide written notice to the Warrant Agent of such exercise. The foregoing paragraph is subject, however, to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence paragraph shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit B Annex A hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 Cashless Exercise procedure specified in Section 3.3.7 3.4.6 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Certificated 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 Certificated 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 thereunder 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Warrant Participant acting on behalf of a Holder) may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date exercise Warrants by delivery delivering to the Company of Warrant Agent, not later than 5:00 P.M., New York City Time, on any Business Day during the Notice of Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form annexed as included in Exhibit B hereto 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 “Notice of ExerciseElection to Purchase”). Within three No later than one (31) Trading Days Day following the date delivery of exercise as aforesaidan Election to Purchase, the Holder shall (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 the Warrant Agent at its office designated for such purpose or (B) deliver the aggregate Exercise Price Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7 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, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate 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 Notice of Exercise 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 Notice of Exercise 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. Notwithstanding Any Person so designated by the foregoing in this Section 3.3.1, 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 whose interest in a Warrant is a beneficial interest in certificate(s) representing of record of such Warrant held in registered form through DTC 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 another established clearing corporation performing similar functions), shall effect exercises made pursuant 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 this Section 3.3.1 by delivering to DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporationdeliverables on or prior to the Trading Day following delivery of the Election to Purchase, as applicablesuch Election to Purchase shall be void ab initio. (b) If any of (i) the appropriate instruction form for exerciseWarrants, complying with (ii) the procedures Election to effect exercise that are required Purchase, or (iii) the Exercise Price therefor, is received by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreementon any date after 5:00 P.M., New York City Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial Banks in which case this sentence New York City are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not applybe deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day. 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), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. 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 Company will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

Exercise and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised and the date of exercise thereof (the “Exercise Date”). On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (i) cash or check, bank draft, or money order payable to the order of the Company; (ii) subject to the approval of the Committee, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (iii) subject to the approval of the Committee, by delivery (including by fax or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; (iv) subject to the approval of the Committee, by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise); and/or (v) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Warrant Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be electronically registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) promptly after the Exercise Date. The obligation of the Company to register shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be made, exercised in whole or in partpart unless such listing, at registration, qualification, consent, or approval shall have been effected or obtained free of any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery conditions not reasonably acceptable to the Company Committee. If the Participant fails to pay for any of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Optioned Shares specified in the applicable Notice of Exercise by wire transfer such notice 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 requiredfails to accept delivery thereof, 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, 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 that 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 Participant’s Stock Option and the Company Participant shall maintain records showing forfeit 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applypurchase such Optioned Shares.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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 Trading 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company and the Warrant Agent of the Notice of Exercise Exercise, delivered to the Company at ________________________ Attention: ______________________ (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof), and to the Warrant Agent at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: _____________, email: _____________________ (or such alternative email or physical address provided in writing by the Warrant Agent to the Holder after the date hereof), in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer transfer, bank drafts or cashier’s 's or certified check drawn on a United States bank to the Company unless the cashless exercise procedure specified in Section 3.3.7 3.3.6 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. Notwithstanding anything herein to the contrary, 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC OTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 3.3.l by delivering to DTC OTC (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 OTC (or such other clearing corporation, as applicable), subject to a Holder’s 's right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the a Notice of Exercise Exercise, in the form annexed forms attached hereto as Exhibit Annex C-1 (with respect to the Series A Warrants) and Annex C-2 (with respect to the Series B hereto Warrants) (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the execution of the Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. 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. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) one (1) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. 1 Insert the date that is the five-year anniversary of the Initial Exercise Date; provided, however, if such date is not a Trading Day, insert the immediately following Trading Day. (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. Exercise (a) Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form prescribed by the Administrator (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5(b) below for the number of Shares for which the Award is exercised and (ii) as specified in Section 8.2 below for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Warrant Share. (b) Subject to any Company ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by: (i) cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may be madelimit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted; (ii) if there is a public market for Shares at the time of exercise, in whole unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or in part, at any time or times on or after (B) the Issuance Date and on or before close of business on the Expiration Date by Participant’s delivery to the Company of the Notice a copy of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on irrevocable and unconditional instructions to 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate broker acceptable 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 deliver promptly to the Company for cancellation within three cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator; (3iii) Trading Days to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their fair market value; (iv) to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their fair market value on the exercise date; (v) to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or (vi) to the extent permitted by the Company, any combination of the date above payment forms approved by the final Notice Administrator. Table 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.Contents

Exercise and Payment. Exercise of a (a) At any time before December 31, 2008, this Warrant may be madeexercised, in whole or in part, at any from time or times on or after to time by the Issuance Date Holder, during the term hereof, by surrender of this Warrant and on or before close of business on the Expiration Date by delivery to the Company of the Notice of Exercise annexed hereto duly completed and executed by the Holder to the Company at the principal executive offices of the Company, together with payment in the form annexed amount obtained by multiplying the Exercise Price then in effect by the number of Shares thereby purchased, as Exhibit B hereto designated in the Notice of Exercise (the “Notice of Exercise”"Exercise Time"). Within three Payment may be in cash or by check payable to the order of the Company. (3b) Trading Days following the date Notwithstanding any other provisions of exercise as aforesaidthis paragraph 2, the Holder shall deliver have the right, in lieu of exercising this Warrant by payment of cash or by check, to pay all or a portion of the aggregate Exercise Price for by making a "cashless exercise," in which case the portion of the aggregate Exercise Price to be so paid shall be paid by reducing the number of shares specified in of Common Stock otherwise issuable pursuant to 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. Notwithstanding anything herein to the contrary, 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 (i) the applicable number aggregate Exercise Price to be so paid divided by (ii) the Fair Market Value of Warrant Shares purchasedone share of Common Stock. The Holder and As used herein, the Company shall maintain records showing "Fair Market Value" of one share of Common Stock means: (i) if the number Common Stock is listed or admitted to trade on a national securities exchange or national market system, the closing price of Warrant Shares purchased and the Common Stock, as published in the Wall Street Journal or, if there is no trading of the Common Stock on such date, then the closing price on the next preceding date on which there was trading of such purchases. The Company shall deliver any objection shares; (ii) if the Common Stock is not listed or admitted to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of trade on a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereundernational securities exchange or national market system, the number of Warrant Shares available mean between the bid and asked price for purchase hereunder at any given time may be less than the amount stated Common Stock on the face thereof. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 by delivering to DTC (or such other clearing corporationdate, as applicablefurnished by the National Association of Securities Dealers, Inc., through Nasdaq or a similar organization if Nasdaq is no longer reporting such information; or (iii) if the appropriate instruction form Common Stock is not listed or admitted to trade on a national securities exchange or national market system and if bid and asked price for exercisethe Common Stock are not so furnished through Nasdaq or a similar organization, complying with the procedures to effect exercise that are required market value established in good faith by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms Company's Board of the Warrant Agent Agreement, in which case this sentence shall not applyDirectors.

Exercise and Payment. Exercise of a The purchase rights represented by the Warrant may be madeexercised by the Warrant Holder, in whole or in part at any time following the Issue Date during the period prior to the Expiration Date, by the surrender of the Warrant (together with a duly executed notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”) at the principal office of the Company, and by the payment to the Company, at the option of the Warrant Holder by: (i) wire transfer of immediately available funds, of an amount equal to (A) the number of shares of Common Stock being purchased upon exercise of the Warrant multiplied by (B) the then current Exercise Price (the “Warrant Price”); (ii) This Warrant may also be exercised, in whole or in part, at any such time by means of a “cashless exercise, which shall mean an exercise of a Warrant in accordance with the immediately following three sentences. To effect a Cashless Exercise, the holder of a Warrant may exercise a Warrant or times on Warrants without payment of the Exercise Price in cash by surrendering such Warrant or after the Issuance Date and on or before close Warrants and, in exchange therefor, receiving such number of business on the Expiration Date by delivery shares of Common Stock equal to the Company product of (1) that number of shares of Common Stock for which such Warrants are exercisable and which would be issuable in the event of an exercise with payment in cash of the Notice of Exercise in Price and (2) the form annexed Cashless Exercise Ratio (as Exhibit B hereto (the “Notice of Exercise”defined below). Within three (3) Trading Days following The “Cashless Exercise Ratio” shall equal a fraction, the numerator of which is the excess of the Current Market Price per share of the Common Stock, as applicable, on the date of exercise as aforesaid, over the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice per share 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. Notwithstanding anything herein to the contrary, 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 Common Stock as of the date of exercise and the final Notice denominator of Exercise which is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion Current Market Price per share 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 Common Stock, as applicable, on 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.; or

Exercise and Payment. Exercise of a the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Issuance Initial Exercise Date and on or before close of business terminating at 5:00 P.M., New York City time on the Expiration Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within three the earlier of (3i) one (1) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 2(c) 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a this Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available thereunder hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such this 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 this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder 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 Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of a this 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 thereofhereof. Notwithstanding the foregoing in this Section 3.3.12(a), a holder whose interest in a this Warrant is a beneficial interest in certificate(s) representing such this Warrant held in registered book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 2(a) 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent (with a copy to the Company) of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate to the Company Warrant Agent 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 Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant 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 equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agnet shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent 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 hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face thereof. . (b) Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holderholder’s right to elect to receive a Definitive Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. Exercise of a the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issuance Initial Exercise Date and on or before close of business on the Expiration Termination Date by delivery to the Company of 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 attached hereto as Exhibit B hereto D (the “Notice of Exercise”). Within three the earlier of (3i) one (1) Trading Days Day and (ii) such earlier time comprising the Standard Settlement Period (as defined in each of the Warrants) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares number of Warrant Shares specified in the applicable Notice of Exercise by bank wire transfer to the instructions listed below this Section 3.3.1 or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 3.3.7 below below, as applicable to each of the Series A Warrants, Series B Warrants and the Pre-Funded Warrants, is applicable and specified in the applicable attached Notice of Exercise. For the avoidance of doubt, any reference to cashless exercise herein shall include a reference to alternative cashless exercise. The Company shall have no obligation to inquire with respect to or otherwise confirm the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the person so executing such 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a this Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available thereunder hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder 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 Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of a this 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 thereofhereof. Notwithstanding the foregoing in this Section 3.3.1Wire Instructions: • BANK NAME: [***] • ROUTING NUMBER: [***] • ACCOUNT NUMBER: [***] • ACCOUNT TYPE: [***] • ACCOUNT NAME: [***] • ACCOUNT ADDRESS: [***] • [***]’s swift code (IBAN): [***] • [***]’s address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.VA 22102-3491

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Initial Exercise Date and on or before close of business on the Expiration Date by delivery to the Company of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company or the Warrant Agent of the a Notice of Exercise Exercise, in the form annexed forms attached hereto as Exhibit Annex C-1 (with respect to the Series A Warrants) and Annex C-2 (with respect to the Series B hereto Warrants) (the “Notice of Exercise”). Within three the earlier of (3i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial Exercise Date, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. 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 Date of closing (b) Notwithstanding the foregoing in this Section 3.3.1, a holder Holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after during the Issuance Date and on or before close of business on the Expiration Date Exercise Period by delivery to the Company Warrant Agent of the Notice of Exercise in the form annexed as Exhibit Annex B hereto (the “Notice of Exercise”). Within three the earlier of (3i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver deliver, in accordance with the payment instructions in the Notice of Exercise, the aggregate Exercise Price for 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 3.3.6 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. Notwithstanding anything herein to the contrary, 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. Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 3.3.1 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), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.