Common use of Issuance of Certificates Clause in Contracts

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the Company’s transfer agent and registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the DepositoryDTC, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company Company, the Warrant Agent or such transfer agent and registrar Transfer Agent shall reasonably require. The Company shall, by 5:00 P.M., New York time, on So long as the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of Holder delivers the Warrant Price, execute, issue and deliver Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such earlier date, the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Warrant Exercise Documents, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If the Warrant Agent fails for any reason to deliver to such registered holder or Participant, as the case may be, is entitledthe Warrant Shares subject to an exercise notice by the Share Delivery Date, the Company shall pay to the registered holder, in fully cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or the registered form, registered in holder rescinds such name or names as exercise. The Warrant Agent shall have no responsibility for any liquidated damages that may be directed by such payable or paid to any registered holder or Participant under this paragraph for any failure by the ParticipantWarrant Agent to execute, as issue and deliver, on the case may be. Upon receipt of such Warrant SharesCompany’s behalf, the Warrant Shares as required by this paragraph. In addition, the Company shall indemnify and hold harmless the Warrant Agent shallagainst all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated to provide any such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Share Delivery Date, transmit such then, without limiting the rights and immunities of the Warrant Shares Agent hereunder, in addition to or upon the order of other rights it may have hereunder, the registered holder or Participant, as Participant will have the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon right to rescind its exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York Eastern time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant PricePrice (the “Warrant Shares Delivery Date”), execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York timeEastern Time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository registered holder or the Participant by crediting the account of the registered holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by the Warrant Shares Delivery Date, then the registered holder will have the right to rescind its exercise.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. a.m. New York Time City time on the business day Trading Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, exercise and (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, Depository or its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably requireexercise. The Company shall, by 5:00 P.M.p.m., New York City time, on the third business day Trading Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M.p.m., New York City time, on the third Business Trading Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer (FAST) program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described hereinin this Warrant Agreement. While the Warrants are outstanding, the Company agrees to use reasonable best efforts to maintain a transfer agent that participates in the FAST program.

Issuance of Certificates. The As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrant, shall advise the Company or the and its transfer agent and registrar in respect of regarding (ai) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (bii) the instructions of each registered holder Holder or Participant, as the they case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (ciii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (div) such other information as the Company or such transfer agent and registrar shall reasonably require. The Promptly thereafter and within the time period set forth in the Warrants, the Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, shall instruct its transfer agent to issue and deliver to the Registered Holder of such Warrant Agent, a certificate or certificates representing the Warrant Shares number of full shares of Common Stock to which such registered holder he, she or Participant, as the case may be, it is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder him, her or the Participantit, as the case may be. Upon receipt of such Warrant Sharesprovided, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository Registered Holder by crediting the account of the Participant of record with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods If such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant Certificate for the number of shares as to which such Warrant shall not have been exercised or surrendered, or, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery described to the Registered Holder of the Warrant or (b) in the immediately preceding paragraph shall apply opinion of counsel to the electronic transmittals described hereinCompany, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Until otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in effect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event a such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the Company’s transfer agent and registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company Company, the Warrant Agent or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on So long as the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of Holder delivers the Warrant Price, execute, issue and deliver Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such earlier date, the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Warrant Exercise Documents, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise.. If the Warrant Agent fails for any reason to deliver to such registered holder or Participant, as the case may be, is entitledthe Warrant Shares subject to an exercise notice by the Share Delivery Date, the Company shall pay to the registered holder, in fully cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or the registered form, registered in holder rescinds such name or names as exercise. The Warrant Agent shall have no responsibility for any liquidated damages that may be directed by such payable or paid to any registered holder or Participant under this paragraph for any failure by the ParticipantWarrant Agent to execute, as issue and deliver, on the case may be. Upon receipt of such Warrant SharesCompany’s behalf, the Warrant Shares as required by this paragraph. In addition, the Company shall indemnify and hold harmless the Warrant Agent shallagainst all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated to provide any such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Share Delivery Date, transmit such then, without limiting the rights and immunities of the Warrant Shares Agent hereunder, in addition to or upon the order of other rights it may have hereunder, the registered holder or Participant, as Participant will have the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon right to rescind its exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the No later than three (3) business day days following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, the Company shall issue and deliver to the Registered Holder of such Warrant Agent, a certificate or certificates representing (or deliver electronically through the Warrant Shares facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which such registered holder he, she or Participant, as the case may be, it is entitled, in fully registered form, registered in such name or names as may be directed by him, her or it, and, if such registered Warrant shall not have been exercised or surrendered in full (provided that the holder has delivered the original physical Warrant Certificate to the Warrant Agent, which delivery shall not include delivery of a notice from the Depository of the transfer or exercise of Warrants in the form of a global Book-Entry Warrant Certificate), a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. If fewer than all the Warrants evidenced by a global Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each global Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the case balance of the Warrants remaining after such exercise. Warrants may benot be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. Upon receipt of In the event such Warrant Sharesexercise would be unlawful with respect to a Registered Holder in any state, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding Registered Holder shall not be entitled to exercise such Exercise Date, transmit Warrants and such Warrant Shares to or upon the order of the registered holder or Participant, as the case Warrants may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described hereinhave no value and expire worthless.

Issuance of Certificates. The As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrant, shall advise the Company or the and its transfer agent and registrar in respect of regarding (ai) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (bii) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (ciii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (div) such other information as the Company or such transfer agent and registrar shall reasonably require. The Promptly thereafter and no later than three (3) Business Days later, the Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, shall instruct its transfer agent to issue and deliver to the Registered Holder of such Warrant Agent, a certificate or certificates representing the Warrant Shares number of full shares of Common Stock to which such registered holder he, she or Participant, as the case may be, it is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder him, her or the Participantit, as the case may be. Upon receipt of such Warrant Sharesprovided, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository Registered Holder by crediting the account of the Participant of record with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods If such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant Certificate for the number of shares as to which such Warrant shall not have been exercised or surrendered, or, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery described to the Registered Holder of the Warrant or (b) in the immediately preceding paragraph shall apply opinion of counsel to the electronic transmittals described hereinCompany, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York 3:00 P.M., Texas Time on the business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time after request, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on or before the third business day Trading Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant PriceWarrant, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third Business Trading Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrant, shall advise the Company or the and its transfer agent and registrar in respect of regarding (ai) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (bii) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (ciii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (div) such other information as the Company or such transfer agent and registrar shall reasonably require. The Promptly thereafter and no later than three (3) business days later, the Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, shall instruct its transfer agent to issue and deliver to the Registered Holder of such Warrant Agent, a certificate or certificates representing the Warrant Shares number of full shares of Common Stock to which such registered holder he, she or Participant, as the case may be, it is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder him, her or the Participantit, as the case may be. Upon receipt of such Warrant Sharesprovided, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository Registered Holder by crediting the account of the Participant of record with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods If such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant Certificate for the number of shares as to which such Warrant shall not have been exercised or surrendered, or, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery described to the Registered Holder of the Warrant or (b) in the immediately preceding paragraph shall apply opinion of counsel to the electronic transmittals described hereinCompany, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the Company’s transfer agent and registrar (if different than the Warrant Agent) in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company Company, the Warrant Agent or such transfer agent and registrar shall reasonably require. The Company Warrant Agent shall, by 5:00 P.M., New York Eastern time, on the third business day next succeeding date that is three (3) Trading Days after the Exercise Date of any delivery to the Warrant and the clearance Agent of the funds in payment Notice of Exercise (such date, the “Warrant PriceShare Delivery Date”), execute, issue and deliver to deliver, on the Warrant AgentCompany’s behalf, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting Depository’s Fast Automated Securities Transfer program. While any Warrants remain outstanding, the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described Company shall maintain a transfer agent that participates in the immediately Depository’s Fast Automated Securities Transfer program (or any successor to such program). If the Warrant Agent or the Company’s transfer agent, as applicable, fails to comply with the preceding paragraph shall apply paragraphs in this Section 3.3.2 by the Warrant Share Delivery Date, then, in addition to other rights it may have hereunder, the electronic transmittals described hereinregistered holder or Participant will have the right to rescind its exercise.

Issuance of Certificates. The As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrant, shall advise the Company or the and its transfer agent and registrar in respect of regarding (ai) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (bii) the instructions of each registered holder Holder (as defined in the Warrant Certificate) or Participant, as the they case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (ciii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (div) such other information as the Company or such transfer agent and registrar shall reasonably require. The Promptly thereafter and within the time period set forth in the Warrants, the Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, shall instruct its transfer agent to issue and deliver to the Registered Holder of such Warrant Agent, a certificate or certificates representing the Warrant number of full Common Shares to which such registered holder he, she or Participant, as the case may be, it is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder him, her or the Participantit, as the case may be. Upon receipt of such Warrant Sharesprovided, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository Registered Holder by crediting the account of the Participant of record with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods If such Warrant shall not have been exercised or surrendered in full, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the Common Shares issuable upon exercise of the Warrants is available for delivery described to the Registered Holder of the Warrant or (b) in the immediately preceding paragraph shall apply absence of a registration statement under the Act with respect to the electronic transmittals described hereinoffer and sale of the Common Shares and a current prospectus relating to the Common Shares, in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides; provided that in the case of a Registration Failure Cashless Exercise, no registration statement under the Act with respect to the Common Shares and no current prospectus relating to the Common Shares, and no opinion of counsel shall be required. Until otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in effect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event such an exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time time on the business day Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit or Withdrawal Agent Commission at Custodian (DWAC) system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, Holder Conversion Right may be exercised by 11:00 A.M. New York Time on the business day following Holder by the Exercise Date surrender of this Debenture (or of any Warrantreplacement Debenture issued hereunder) with the conversion notice attached hereto duly executed, advise at the principal office of the Company or the transfer agent and registrar in respect of the Company. Conversion shall be deemed to have been effected on (a) in the Warrant Shares issuable upon case of the Holder Conversion Right, the date that such exercise as to delivery of the number of Warrants exercised in accordance with the terms Debenture and conditions of this Agreementconversion notice is actually made, or (b) the instructions of each registered holder or Participant, as in the case may beof Mandatory Conversion, with respect to delivery the Mandatory Conversion Date (as applicable, the “Conversion Date”). As promptly as practicable, and in any event within three (3) Trading Days, after a Conversion Date and the Company’s receipt of the Warrant Shares issuable upon such exercise, Debenture being converted (and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balanceconversion notice, if any, of the Warrants remaining after applicable) (such exercise, (c) in case of a Book-Entry Warrant Certificatefifth Trading Day thereafter, the notation that shall be made to the records maintained by the Depository“Share Delivery Date”), its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, Holder a certificate or certificates for the Warrant Shares number of full shares of Common Stock to which the Holder is entitled (or evidence of the issuance of such registered holder shares in book entry form) and a check or Participantcash with respect to any fractional interest in a share of Common Stock as provided in Section 4.4. The Company shall not be obligated to issue Common Stock certificates in the name of any party other than the Holders of the respective Debentures, as absent full compliance with the case may beprovisions of Section 7 hereof. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a stockholder of record on the next succeeding day on which the transfer books are open, is entitledbut the Conversion Price shall be that in effect on the Conversion Date. All rights with respect to the Debentures (or any portion thereof) that are converted pursuant to this Section 4, in fully registered formincluding the rights to receive interest and notices, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beshall terminate upon conversion pursuant to this Section 4.2. Upon receipt conversion of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order only a portion of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer programthis Debenture, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise issue and deliver to the Depository by crediting Holder hereof, at the account expense of the Depository or Company, a new Debenture covering the principal amount of this Debenture not converted, which new Debenture shall entitle the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in holder thereof to interest on the immediately preceding paragraph shall apply principal amount thereof to the electronic transmittals described hereinsame extent as if the unconverted portion of this Debenture had not been surrendered for conversion.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrant, advise the Company or or, if instructed in writing to do so by the Company, the transfer agent and registrar registrar, in respect of (a) the number of Warrant Shares indicated on the Election to Purchase as issuable upon such exercise as with respect to the number of Warrants such exercised in accordance with the terms and conditions of this AgreementWarrants, (b) the instructions of each registered holder or Participant, as the case may be, provided to the Warrant Agent with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) or, in the case of a Book-Entry Warrant Certificate, with respect to the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (dc) such other information as the Company or such transfer agent and registrar shall reasonably requirerequest. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant SharesShares and written instructions from the Company, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Dateas promptly as practicable, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. 1:00 P.M. New York Time City time on the business day Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. 5:00 PM, New York Time City time, on the business day Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, ; (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, ; (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise exercise; and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M.PM, New York City time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue issue, and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M.PM, New York City time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, exercise of any Warrants (provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program), the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder Registered Holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exerciseexercise (in accordance with Section 1(a) of the Form of Warrant Certificate), (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, or the Warrant Agent, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York Eastern time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds funds, if any, in payment of the Warrant PricePrice (the “Warrant Shares Delivery Date”), execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder Registered Holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York Eastern time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder Registered Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository Registered Holder or the Participant by crediting the account of the Registered Holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.4.2 by the Warrant Shares Delivery Date, then the Registered Holder will have the right to rescind its exercise. If the Company shall fail for any reason or for no reason to execute, issue and deliver to the Warrant Agent the Warrant Shares by the Warrant Shares Delivery Date, then the Company shall, before the Warrant Shares Delivery Date, in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Buy-In Price, at which point the Company’s obligation to deliver such Warrant Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. a.m., New York Time City time, on the business day Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, ; (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, ; (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise exercise; and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M.p.m., New York City time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue issue, and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M.p.m., New York City time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, exercise of any Warrants (provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program), the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time City time on the third business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Exercise Price, execute, issue and deliver to the Warrant Agent, Agent the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s 's transfer agent is participating in the Depository’s 's Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. If the Company's transfer agent is not participating in the Depository's Fast Automated Securities Transfer Program and the Registered Holder requests that the shares of Common Stock be issued or registered to a holder other than the registered holder, then an ink-original Election to Purchase and a medallion guarantee shall be required.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificatescertificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shallshall cause the Warrant Agent to, by 5:00 P.M., New York Eastern time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant PricePrice (the “Warrant Shares Delivery Date”), execute, issue and deliver to deliver, on the Warrant AgentCompany’s behalf, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, If the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding fails for any reason to deliver to such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. , the Warrant Shares subject to an exercise notice by the Warrant Shares Delivery Date, the Company shall pay to the registered holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Shares Delivery Date until such Warrant Shares are delivered or the registered holder rescinds such exercise In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository Depository’s Fast Automated Securities Transfer program. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by crediting the account of Warrant Shares Delivery Date, then the Depository registered holder or of Participant will have the Participant through right to rescind its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described hereinexercise.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day Business Day following the Exercise Date of any Warrant, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day second Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant PriceWarrant, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository registered holder or the Participant by crediting the account of the registered holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. 1:00 P.M. New York Time City time on the business day Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant 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.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. _____ (time), New York Time City time, on the business day Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, ; (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, ; (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise exercise; and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M.____ (time), New York City time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue issue, and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M.___ (time), New York City time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, exercise of any Warrants (provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program), the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company Company, the Warrant Agent or such transfer agent and registrar shall reasonably require. The Company shallshall cause the Warrant Agent to, by 5:00 P.M., New York Eastern time, on the third business day next succeeding date that is the Exercise Date earlier of any Warrant (i) three (3) Trading Days and (ii) the clearance number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the funds in payment Notice of Exercise (such date, the “Warrant PriceShare Delivery Date”), execute, issue and deliver to deliver, on the Warrant AgentCompany’s behalf, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting Depository’s Fast Automated Securities Transfer program. While any Warrants remain outstanding, the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described Company shall maintain a transfer agent that participates in the immediately Depository’s Fast Automated Securities Transfer program (or any successor to such program). If the Warrant Agent fails to comply with the preceding paragraph shall apply paragraphs in this Section 3.3.2 by the Warrant Share Delivery Date, then, in addition to other rights it may have hereunder, the electronic transmittals described hereinregistered holder or Participant will have the right to rescind its exercise.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder Holder or the Participantparticipant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository registered holder or the Participant by crediting the account of the registered holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the No later than two (2) business day days following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, the Company shall issue and deliver to the Registered Holder of such Warrant Agent, a certificate or certificates representing (or deliver electronically through the Warrant Shares facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which such registered holder he, she or Participant, as the case may be, it is entitled, in fully registered form, registered in such name or names as may be directed by him, her or it, and, if such registered Warrant shall not have been exercised or surrendered in full (provided that the holder has delivered the original physical Warrant Certificate to the Warrant Agent, which delivery shall not include delivery of a notice from the Depository of the transfer or exercise of Warrants in the form of a global Book-Entry Warrant Certificate), a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. If fewer than all the Warrants evidenced by a global Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each global Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the case balance of the Warrants remaining after such exercise. Warrants may benot be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. Upon receipt of In the event such Warrant Sharesexercise would be unlawful with respect to a Registered Holder in any state, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding Registered Holder shall not be entitled to exercise such Exercise Date, transmit Warrants and such Warrant Shares to or upon the order of the registered holder or Participant, as the case Warrants may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described hereinhave no value and expire worthless.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on within twenty-four (24) hours of its receipt of the business day following the Exercise Date of any Warrantitems specified in Section 3.3.1(i), advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Class A Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the The Warrant Agent shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding following its receipt of such Exercise DateWarrant Shares, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer programprogram of the Depository, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system, subject to the Warrant Agent’s receipt of a properly executed Deposit and Withdrawal at Custodian (DWAC)/Direct Registration System (DRS) request relating to such Warrant Shares from the applicable broker. The time periods for the delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the Company’s transfer agent and registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company Company, the Warrant Agent or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on So long as the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of Holder delivers the Warrant Price, execute, issue and deliver Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such earlier date, the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Warrant Exercise Documents, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by the Share Delivery Date, then, without limiting the rights and immunities of the Warrant Agent hereunder, in addition to other rights it may have hereunder, the registered holder or Participant, as Participant will have the case may be, is entitled, right to rescind its exercise. To the extent that a Restrictive Legend Event occurs after the Holder has exercised this Warrant in fully registered form, registered in such name or names as may be directed by such registered holder or accordance with the Participant, as terms of the case may be. Upon receipt Warrant but prior to the delivery of such the Warrant Shares, the Warrant Agent Company shall, by 5:00 P.M., New York time, on at the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order election of the registered holder or ParticipantHolder, as which shall be given within five (5) days of receipt of such notice of the case may be. In lieu Restrictive Legend Event, either (A) rescind the previously submitted Notice of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, Exercise and the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit return all consideration paid by the Warrant Shares issuable Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in Section 3.3.8 and refund the cash portion of the exercise price to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described hereinHolder.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York 3:00 P.M., Texas Time on the business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the Company’s transfer agent and registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the DepositoryDTC, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company Company, the Warrant Agent or such transfer agent and registrar Transfer Agent shall reasonably require. The Company shall, by 5:00 P.M., New York time, on So long as the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of Holder delivers the Warrant Price, execute, issue and deliver Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such earlier date, the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Warrant Exercise Documents, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If the Warrant Agent fails for any reason to deliver to such registered holder or Participant, as the case may be, is entitledthe Warrant Shares subject to an exercise notice by the Share Delivery Date, the Company shall pay to the registered holder, in fully cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Ordinary Shares on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or the registered form, registered in holder rescinds such name or names as exercise. The Warrant Agent shall have no responsibility for any liquidated damages that may be directed by such payable or paid to any registered holder or Participant under this paragraph for any failure by the ParticipantWarrant Agent to execute, as issue and deliver, on the case may be. Upon receipt of such Warrant SharesCompany’s behalf, the Warrant Shares as required by this paragraph. In addition, the Company shall indemnify and hold harmless the Warrant Agent shallagainst all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated to provide any such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Share Delivery Date, transmit such then, without limiting the rights and immunities of the Warrant Shares Agent hereunder, in addition to or upon the order of other rights it may have hereunder, the registered holder or Participant, as Participant will have the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon right to rescind its exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on within twenty-four (24) hours of its receipt of the business day following the Exercise Date of any Warrantitems specified in Section 3.3.1(i), advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the The Warrant Agent shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding following its receipt of such Exercise DateWarrant Shares, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer programprogram of the Depository, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system, subject to the Warrant Agent’s receipt of a properly executed Deposit and Withdrawal at Custodian (DWAC)/Direct Registration System (DRS) request relating to such Warrant Shares from the applicable broker. The time periods for the delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company Company, the Warrant Agent or such transfer agent and registrar shall reasonably require. The Company shallshall cause the Warrant Agent to, by 5:00 P.M., New York Eastern time, on the third business day next succeeding date that is the Exercise Date earlier of any Warrant (i) three (3) Trading Days and (ii) the clearance number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the funds in payment Notice of Exercise (such date, the “Warrant PriceShare Delivery Date”), execute, issue and deliver to deliver, on the Warrant AgentCompany’s behalf, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, If the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding fails for any reason to deliver to such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be, the Warrant Shares subject to an exercise notice by the Warrant Share Delivery Date, the Company shall pay to the registered holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or the registered holder rescinds such exercise. The Warrant Agent shall have no responsibility for any liquidated damages that may be payable or paid to any registered holder or Participant under this paragraph for any failure by the Warrant Agent to execute, issue and deliver, on the Company’s behalf, the Warrant Shares as required by this paragraph. In addition, the Company shall indemnify the Warrant Agent against all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated to provide any such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting Depository’s Fast Automated Securities Transfer program. While any Warrants remain outstanding, the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described Company shall maintain a transfer agent that participates in the immediately Depository’s Fast Automated Securities Transfer program (or any successor to such program). If the Warrant Agent fails to comply with the preceding paragraph shall apply paragraphs in this Section 3.3.2 by the Warrant Share Delivery Date, then, in addition to other rights it may have hereunder, the electronic transmittals described hereinregistered holder or Participant will have the right to rescind its exercise.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time City time on the business day Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is and the Warrant Shares are participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time after request, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable acquirable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, and (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Provided that, except with respect to Embedded Underwriters’ Warrants exercised on a cashless basis, the Warrant Agent has received funds in the amount of the Exercise Price, the Company shall, by 5:00 P.M., New York Eastern time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and and, for Warrants other than Embedded Underwriters’ Warrants exercised on a cashless basis, the clearance of the funds in payment of the Warrant PricePrice (the “Warrant Shares Delivery Date”), execute, issue and deliver to the Warrant Agent, the Primary Shares constituting Warrant Shares, and shall cause one or more Attorneys-in-Fact to issue instructions to the Warrant Agent concerning the transfer of the Secondary Shares constituting Warrant Shares, to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Dateas soon as thereafter practicable, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be; provided, however, that the Warrant Agent shall, by 5:00 P.M. Eastern Time, on the third Business Day next succeeding such Exercise Date, deliver the Warrant Shares as described above if the Warrant Agent shall have received by such time all required items as specified herein. In lieu of delivering physical certificates representing the Warrant Shares issuable acquirable upon exercise, provided the Company’s transfer agent is participating in the Depository[a depository’s Fast Automated Securities Transfer distribution program], the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable acquirable upon exercise to the Depository registered holder by crediting the account of the Depository or of registered holder’s prime broker with the Participant depository through its [Deposit Withdrawal Agent Commission Commission] system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3(c)(iii) by the Warrant Shares Delivery Date, then the registered holder will have the right to rescind its exercise.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the Company’s transfer agent and registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company Company, the Warrant Agent or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on So long as the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of Holder delivers the Warrant PricePrice (or notice of a Cashless Exercise, execute, issue and deliver if applicable) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Shares pursuant to this Section 1(a), the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address or e-mail address as specified in the Warrant Exercise Documents, evidence of credit of book-entry shares, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If the Warrant Agent fails for any reason to deliver to such registered holder or Participant, as the case may be, is entitledthe Warrant Shares subject to an exercise notice by the Share Delivery Date, the Company shall pay to the registered holder, in fully cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or the registered form, registered in holder rescinds such name or names as exercise. The Warrant Agent shall have no responsibility for any liquidated damages that may be directed by such payable or paid to any registered holder or Participant under this paragraph for any failure by the ParticipantWarrant Agent to execute, as issue and deliver, on the case may be. Upon receipt of such Warrant SharesCompany’s behalf, the Warrant Shares as required by this paragraph. In addition, the Company shall indemnify and hold harmless the Warrant Agent shallagainst all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated to provide any such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Share Delivery Date, transmit such then, without limiting the rights and immunities of the Warrant Shares Agent hereunder, in addition to or upon the order of other rights it may have hereunder, the registered holder or Participant, as Participant will have the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon right to rescind its exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time after request, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on or before the third business day Trading Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant PriceWarrant, execute, issue and deliver to the Warrant Agent, the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares Shares") to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third Business Trading Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. 5.P.M. New York Time on the business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company Warrant Agent shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time time on the business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agency Agreement, (b) the instructions of each registered holder Registered Holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder Registered Holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder Registered Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. A.M., New York Time City time, on the business day following the Exercise Date of any Warrant, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares shares of Common Stock issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder Registered Holder or Participant, as the case may be, with respect to delivery of the Warrant Shares shares of Common Stock issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the DepositoryDepositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Public Warrants remaining after such exercise exercise, and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Subject to the next succeeding paragraph, the Company shall, by 5:00 P.M., New York City time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares shares of Common Stock to which such registered holder Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder Registered Holder or the Participant, as the case may be. Upon receipt of such Warrant Sharesshares of Common Stock, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day fifth business day next succeeding such Exercise Date, transmit such Warrant Shares shares of Common Stock to or upon the order of the registered holder Registered Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares shares of Common Stock issuable upon exercise, provided the Company’s transfer agent is participating in the DepositoryDepositary’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares shares of Common Stock issuable upon exercise to the Depository Registered Holder or the Participant by crediting the account of the Depository Registered Holder’s prime broker with the Depositary or of the Participant through its Deposit Deposit/Withdrawal Agent Commission At Custodian system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. Notwithstanding anything herein to the contrary, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Public Warrant, and shall have no obligation to settle a Public Warrant exercise unless a registration statement under the Act with respect to the Common Stock underlying the Public Warrants is effective and a current prospectus is available, subject to the Company satisfying its obligations under Section 7.4 to use its commercially reasonable efforts. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Public Warrant. Warrants may not be exercised by, and securities may not be issued to, any Registered Holder in any jurisdiction in which such exercise would be unlawful. As a result of the provisions of this Section 3.4.2, any or all of the Public Warrants may expire unexercised. In no event shall the Registered Holder of a Warrant be entitled to receive any monetary damages if the shares of Common Stock underlying the Public Warrants have not been registered by the Company pursuant to an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent; provided, that the Company has fulfilled its obligation to use its commercially reasonable efforts to effect such registration and ensure a current prospectus is available for delivery by the Warrant Agent.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time City time on the business day Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar for the Company’s Common Stock, in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the date on which a notice of exercise is delivered (the “Exercise Date Date”) of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third second business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third second Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system, provided the broker has properly initiated said DWAC. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the Company’s transfer agent and registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company Company, the Warrant Agent or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on So long as the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of Holder delivers the Warrant Price, execute, issue and deliver Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such earlier date, the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Warrant Exercise Documents, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If the Warrant Agent fails for any reason to deliver to such registered holder or Participant, as the case may be, is entitledthe Warrant Shares subject to an exercise notice by the Share Delivery Date, the Company shall pay to the registered holder, in fully cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or the registered form, registered in holder rescinds such name or names as exercise. The Warrant Agent shall have no responsibility for any liquidated damages that may be directed by such payable or paid to any registered holder or Participant under this paragraph for any failure by the ParticipantWarrant Agent to execute, issue and deliver, on the Company’s behalf, the Warrant Shares as required by this paragraph. In addition, the case Company shall indemnify and hold harmless the Warrant Agent against all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated to provide any such indemnification if it is determined by a final, non- appealable judgment of a court of competent jurisdiction that such failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by the Share Delivery Date, then, without limiting the rights and immunities of the Warrant Agent hereunder, in addition to other rights it may behave hereunder, the registered holder or Participant will have the right to rescind its exercise. Upon receipt Notwithstanding the foregoing, with respect to any Notice(s) of such Warrant SharesExercise delivered on or prior to 12:00 p.m. Eastern time on the Exercise Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares agrees to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing deliver the Warrant Shares issuable upon exercisesubject to such notice(s) by 4:00 p.m. Eastern time on the Exercise Date and the Exercise Date shall be the Share Delivery Date for purposes hereunder, provided that payment of the Company’s transfer agent is participating aggregate Exercise Price (other than in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository case of a cashless exercise) is received by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described hereinsuch Share Delivery Date.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time Philadelphia, Pennsylvania time on the business day following the Exercise Date of any Pre-Funded Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Pre-Funded Warrant Shares issuable upon such exercise as to the number of Pre-Funded Warrants exercised in accordance with the terms and conditions of this Agency Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Pre-Funded Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Pre-Funded Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Pre-Funded Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York Philadelphia, Pennsylvania time, on the third business day next succeeding the Exercise Date of any Pre-Funded Warrant and the clearance of the funds in payment of the Warrant Exercise Price, execute, issue and deliver to the Warrant Agent, Agent the Pre-Funded Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Pre-Funded Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York Philadelphia, Pennsylvania time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Pre-Funded Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Pre-Funded Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Pre-Funded Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificatescertificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shallshall cause the Warrant Agent to, by 5:00 P.M., New York Eastern time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant PricePrice (the “Warrant Shares Delivery Date”), execute, issue and deliver to deliver, on the Warrant AgentCompany’s behalf, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, If the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding fails for any reason to deliver to such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be, the Warrant Shares subject to an exercise notice by the Warrant Shares Delivery Date, the Company shall pay to the registered holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Shares Delivery Date until such Warrant Shares are delivered or the registered holder rescinds such exercise. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository Depository’s Fast Automated Securities Transfer program. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by crediting the account of Warrant Shares Delivery Date, then the Depository registered holder or of Participant will have the Participant through right to rescind its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described hereinexercise.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York Eastern time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Exercise Price (or upon surrender of the Warrant, or portion thereof, as set forth in Section 3.3.7) (the “Warrant PriceShares Delivery Date”), execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York timeEastern Time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. If any such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised shall be delivered to the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository registered holder or the Participant by crediting the account of the registered holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by the Warrant Shares Delivery Date, then the registered holder will have the right to rescind its exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holder resides. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful. In the event that a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the Company’s transfer agent and registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company Company, the Warrant Agent or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on So long as the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of Holder delivers the Warrant Price, execute, issue and deliver Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such earlier date, the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Warrant Exercise Documents, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise.. If the Warrant Agent fails for any reason to deliver to such registered holder or Participant, as the case may be, is entitledthe Warrant Shares subject to an exercise notice by the Warrant Share Delivery Date, the Company shall pay to the registered holder, in fully cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or the registered form, registered in holder rescinds such name or names as exercise. The Warrant Agent shall have no responsibility for any liquidated damages that may be directed by such payable or paid to any registered holder or Participant under this paragraph for any failure by the ParticipantWarrant Agent to execute, as issue and deliver, on the case may be. Upon receipt of such Warrant SharesCompany’s behalf, the Warrant Shares as required by this paragraph. In addition, the Company shall indemnify and hold harmless the Warrant Agent shallagainst all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated to provide any such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Warrant Share Delivery Date, transmit such then, without limiting the rights and immunities of the Warrant Shares Agent hereunder, in addition to or upon the order of other rights it may have hereunder, the registered holder or Participant, as Participant will have the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon right to rescind its exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time time on the business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agency Agreement, (b) the instructions of each registered holder Registered Holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder Registered Holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder Registered Holder or Participant, as the case may be. Warrant Agency Agreement, p. 3 of 16 Broadridge Corporate Issuer Solution, LLC and Accelerate Diagnostics, Inc. January 23, 2024 Confidential In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York Eastern time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Exercise Price (or upon surrender of the Warrant, or portion thereof, as set forth in Section 3.3.7) (the “Warrant PriceShares Delivery Date”), execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York timeEastern Time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. If any such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised shall be delivered to the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository registered holder or the Participant by crediting the account of the registered holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by the Warrant Shares Delivery Date, then the registered holder will have the right to rescind its exercise. {Pimi Agro Cleantech, Inc. Warrant Agreement} 4 Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Warrant holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holder resides. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful. In the event that a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. 1:00 P.M. New York Time City time on the business day Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third business day next Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third second Business Day next succeeding such Exercise Date (the “Warrant Share Delivery Date”), provided that the clearance of the funds in payment of the aggregate Exercise Price shall have occurred and the applicable Book-Entry Warrants (or, if applicable, such Warrant Certificate, to the extent required) shall have been delivered by such Warrant Share Delivery Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to an Election to Purchase by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Election to Purchase), $10 per Business Day (increasing to $20 per Business Day on the fifth Business Day after such liquidated damages begin to accrue) for each Business Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 3.3.2 above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 3.3.2 by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrant, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository registered holder or the Participant by crediting the account of the registered holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time after request, advise the Company Company, the Escrow Agent or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants number of Warrant Shares remaining after such exercise, (c) in case of a DTC Eligible Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants Warrant Shares remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on or before the third business day second Trading Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant PriceWarrant, execute, issue and deliver to the Warrant Agent, the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares Shares”) to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Dateas soon as practicable, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day Business Day following the Exercise Date of any Warrant, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder Holder or the Participantparticipant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository registered holder or the Participant by crediting the account of the registered holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time time on the business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Book-Entry Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, and (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Exercise Price, provide the Warrant Agent with written instructions as to the restrictive legends, if any, that shall be imprinted or notated on the Warrant Shares. The Company shall, by 5:00 P.M., New York time, on the fifth business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beholder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third seventh Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may beholder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to may cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository Trust Company (the “Depository”) by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission systemDepository. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time City time on the third business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Exercise Price, execute, issue and deliver to the Warrant Agent, Agent the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. If the Company’s transfer agent is not participating in the Depository’s Fast Automated Securities Transfer Program and the Registered Holder requests that the shares of Common Stock be issued or registered to a holder other than the registered holder, then an ink-original Election to Purchase and a medallion guarantee shall be required.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time Philadelphia, Pennsylvania time on the business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York Philadelphia, Pennsylvania time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Exercise Price, execute, issue and deliver to the Warrant Agent, Agent the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York Philadelphia, Pennsylvania time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. a.m. New York Time City time on the business day Business Day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, exercise and (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably requireexercise. The Company shall, by 5:00 P.M.p.m., New York City time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M.p.m., New York City time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer (FAST) program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described hereinin this Warrant Agreement.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the Company’s transfer agent and registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company Company, the Warrant Agent or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on So long as the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of Holder delivers the Warrant PricePrice (or notice of a Cashless Exercise, execute, issue and deliver if applicable) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Shares pursuant to this Section 1(a), the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address or e-mail address as specified in the Warrant Exercise Documents, evidence of credit of book-entry shares, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If the Warrant Agent fails for any reason to deliver to such registered holder or Participant, as the case may be, is entitledthe Warrant Shares subject to an exercise notice by the Share Delivery Date, the Company shall pay to the registered holder, in fully cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or the registered form, registered in holder rescinds such name or names as exercise. The Warrant Agent shall have no responsibility for any liquidated damages that may be directed by such payable or paid to any registered holder or Participant under this paragraph for any failure by the ParticipantWarrant Agent to execute, as issue and deliver, on the case may be. Upon receipt of such Warrant SharesCompany’s behalf, the Warrant Shares as required by this paragraph. In addition, the Company shall indemnify and hold harmless the Warrant Agent shallagainst all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated to provide any such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Share Delivery Date, transmit such then, without limiting the rights and immunities of the Warrant Shares Agent hereunder, in addition to or upon the order of other rights it may have hereunder, the registered holder or Participant, as Participant will have the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon right to rescind its exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time after request, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York City time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant aggregate Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, Holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may beHolder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to to, or upon the order of the registered holder or Participantof, as the case may besuch Holder. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exerciseexercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time time on the business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agency Agreement, (b) the instructions of each registered holder Registered Holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. Warrant Agency Agreement, p. 4 of 23 Document Number: 23842v5 Broadridge Corporate Issuer Solution, LLC and Accelerate Diagnostics, Inc. [Issuance Date] Confidential The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder Registered Holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder Registered Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Subject to Section 7.4, the Company shall, by 5:00 P.M., New York time, on the third business day Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder Holder or the Participantparticipant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third fifth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository registered holder or the Participant by crediting the account of the registered holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrantwithin a reasonable time, advise the Company or and the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shallshall cause the Warrant Agent to, by 5:00 P.M., New York Eastern time, on the third business day seventh Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant PricePrice (the “Warrant Shares Delivery Date”), execute, issue and deliver to deliver, on the Warrant AgentCompany's behalf, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, If the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding fails for any reason to deliver to such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. , the Warrant Shares subject to an exercise notice by the Warrant Shares Delivery Date, the Company shall pay to the registered holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Shares Delivery Date until such Warrant Shares are delivered or the registered holder rescinds such exercise In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository Depository’s Fast Automated Securities Transfer program. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by crediting the account of Warrant Shares Delivery Date, then the Depository or of registered holder will have the Participant through right to rescind its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described hereinexercise.