Common use of Mechanics of Exercise Clause in Contracts

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, in whole or in part (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall cause the Transfer Agent to issue to the Holder a certificate representing the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares to such Holder. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading Days after any such submission and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on at any day time or times on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, however, that in nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of an Exercise Notice for all of the event that then remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised after delivery of the Warrant Shares in full or for accordance with the remaining unexercised portion terms hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall cause shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to issue 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 Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder a certificate representing or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and (other expenses of than the Company (including overnight delivery chargesHolder’s income taxes) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, howeverirrespective of any action or inaction by the Holder to enforce the same, that any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. For purposes of clarity, if the Holder exercises this Warrant (other than by Cashless Exercise) at a time when the Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act (or the Holder does not undertake to resell such Warrant Shares promptly after issuance while the Company shall not be required is in compliance with the public information requirements of Rule 144(c)(1)) or (II) pursuant to pay any tax which an effective registration statement registering the Warrant Shares for issuance, the Company may be payable in respect satisfy the delivery of any transfer involved Warrant Shares under this Section 1(a) by issue and dispatch by overnight courier to the address as specified in the registration of any certificates for Warrants Exercise Notice, a certificate, registered in a the Company’s share register in the name other than that of the Holder or an affiliate thereof. The Holder shall be responsible its designee, for all other tax liability that may arise as a result the number of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofto which the Holder is entitled pursuant to such exercise, which certificate may contain a restrictive legend.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds (a “Cash Exercise”) (if, subject to the items under (i) and (ii) aboveprovisions of Section 1(d), the “Holder did not notify the Company in such Exercise Delivery Documents”Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)) at a time and under circumstances which permit a Cashless Exercise. The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all such Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Date) (the “Share Delivery DateDeadline”), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice and payment to the Company of the Exercise NoticePrice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender of this Warrant, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c)), this This Warrant may be exercised by the Holder on at any day time or times on or after the Initial Exercisability Date and on or before the Expiration Date, in whole or in part (but not as to fractional shares)part, by (i) delivery (whether via facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “"Exercise Notice”"), of the Holder’s 's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “"Aggregate Exercise Price”") in cash or by wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(f)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in hereunder nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of the event that this Exercise Notice with respect to less than all of the Warrant is exercised in full or for Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, the Holder shall deliver this number of Warrant to the Company for cancellation within a reasonable time after such exerciseShares. On or before the first (1st) Trading Day following the date on which the Company has received the applicable Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice, in the form attached to the Exercise Notice, to the Holder and the Company’s 's transfer agent for the Common Stock (the “"Transfer Agent”"). The Company shall deliver any objection So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the Exercise Delivery Documents on or before the second (2nd) Trading Day following the date on which the Company Exercise Notice has received all of been delivered to the Exercise Delivery Documents. On Company, then on or before prior to the third (3rd) Trading Day following the date on which the Company Exercise Notice has received all been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Exercise Delivery Documents Notice has been delivered to the Company, then on or prior to the second (2nd) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (the “"Share Delivery Date”"), the Company shall cause (X) provided that the Transfer Agent to issue to is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the Holder a certificate representing request of the Holder, 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 (i) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or (ii) the shares to be issued have not been registered under the Securities Act or are not freely transferable without restriction or limitation pursuant to Rule 144 under the Securities Act, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be; provided payment of the Aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Exercise Notice. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, Issuance Date in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to certificate after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the later of (i) the date on which the Company has received the an Exercise Delivery Documents Notice or (ii) the date upon on which the Company has received all of receives the Aggregate Exercise Delivery Documents, the “Exercise Date”)Price, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the later of (i) the date on which the Company has received all of such Exercise Notice or (ii) if the Aggregate Exercise Delivery Documents. On or before Price is not paid by the third Holder within one (1) Trading Day following such exercise as contemplated above in this Section 1(a), the date on which the Company has received all of receives the Aggregate Exercise Delivery Documents Price (such later date is referred to herein as the “Share Delivery Date”), the Company shall cause (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (II) either a Registration Statement (as defined in the Registration Rights Agreement (as defined in the Securities Purchase Agreement)) for the resale by the Holder of the applicable Warrant Shares to be issued pursuant to such Exercise Notice is effective or such Warrant Shares are otherwise eligible for resale pursuant to Rule 144 (as defined in the Securities Purchase Agreement), credit such aggregate number of shares of Common Stock 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 either of the immediately preceding clauses (I) or (II) are not satisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability [_________] (an “Exercise Date”), in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile, electronic mail or otherwise) delivery of a written notice, (i) in the form attached hereto as Exhibit A or (ii) via an electronic warrant exercise through the DTC system (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Registration Failure Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company Holder has received the delivered an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company , which confirmation shall deliver any objection constitute an instruction to the Transfer Agent to process such Exercise Delivery Documents Notice in accordance with the terms herein. No later than 5:00 P.M., Eastern Time, on or before the second (2nd) Trading Day following the date on which the Company Exercise Notice has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which been delivered to the Company has received all (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Delivery Documents (the “Share Delivery Date”), the Company shall cause (i) provided that the Transfer Agent to issue to is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the Holder a certificate representing request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock 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 (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseexercise and upon surrender of this Warrant to the Company by the Holder, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading two (2) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses No fractional shares of Common Stock are to be issued upon the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants event Warrant Shares are to be issued in a name other than that the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by an assignment form duly executed by the Holder or an affiliate thereofand the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Holder Company shall be responsible pay all Transfer Agent fees required for same-day processing of any Election to Purchase and all other tax liability that may arise as a result fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of holding or transferring this the Warrant or receiving Shares. Notwithstanding the foregoing, the Company shall deliver Warrant Shares upon exercise hereofto the Holder on or prior to the earlier of (A) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date) and (B) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Registration Failure Cashless Exercise) (such later date, the “Share Delivery Date”). From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates in the DTC’s Fast Automated Securities Transfer Program.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(e)), this Warrant may be exercised by the Holder on at any day time or times on or after the Exercisability Issuance Date, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds to an account designated in writing by the Company or (B) by notifying the Company in writing that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(c)). No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required, provided that the Company shall have no liability to the Holder for honoring a non-medallion guaranteed Exercise Notice that the Company reasonably believes to be genuine. The registered Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of the event that this Exercise Notice with respect to less than all of the Warrant is exercised in full or for Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, the Holder shall deliver this number of Warrant to the Company for cancellation within a reasonable time after such exerciseShares. On or before the first (1st) Trading Day following the date Trading Day on which the Company Holder has received delivered an Exercise Notice and the Aggregate Exercise Delivery Documents Price (the date upon which or notice of a Cashless Exercise) to the Company has received all (for purposes of this Warrant, if an Exercise Notice is delivered to the Company on a day that is not a Trading Day, such Exercise Delivery Documents, Notice shall be deemed to have been delivered on the “Exercise Date”first Trading Day following the day of actual delivery), the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”)Holder. The Company shall deliver any objection to the Exercise Delivery Documents on On or before 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 Company Holder has received all of delivered the Exercise Delivery Documents. On Notice and the Aggregate Exercise Price (or before the third Trading Day following the date on which notice of a Cashless Exercise) to the Company has received all of the Exercise Delivery Documents (the a “Share Delivery Date”), the Company shall cause (X) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (A) the Warrant Shares are subject to an effective resale registration statement in favor of the Holder and the Holder has delivered to the Company a representation that such Warrant Shares have been sold pursuant to such registration statement or (B) if exercised via Cashless Exercise, at a time when Rule 144 would be available for immediate resale of the Warrant Shares by the Holder, and the Holder has delivered to the Company a representation that such Warrant Shares have been sold pursuant to Rule 144, 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 (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or (B) the Warrant Shares are not subject to issue an effective resale registration statement in favor of the Holder or the Holder has not delivered to the Company a representation that such Warrant Shares have been sold pursuant to such registration statement and, if exercised via Cashless Exercise, at a time when Rule 144 would not be available for immediate resale of the Warrant Shares by the Holder or the Holder has not delivered to the Company a certificate representing representation that such Warrant Shares have been sold pursuant to such registration statement, (i) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee and bearing such restrictive legends as the Company deems necessary, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise, or (ii) issue and dispatch by electronic mail to the address as specified in the Exercise Notice, evidence of book entry, registered in the Company’s share register in the name of the Holder or its designee and bearing such restrictive legends as the Company deems necessary, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the Exercise NoticeNotice and the Aggregate Exercise Price (or notice of a Cashless Exercise), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates or book entry evidence evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three five (5) Trading Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e6(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth and except as provided for in Section 1(c)1.1.(b), this Warrant may be exercised by the Holder on any day on or after the Exercisability DateHolder, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and Warrant. Within two (ii2) days following the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds funds, or provided the conditions for Cashless Exercise (as defined below) set forth in Section 1.1.(e) are satisfied, by notifying the Company that this Warrant is being exercised pursuant to a “Cash Cashless Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of the event that this Exercise Notice with respect to less than all of the Warrant is exercised in full or for Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, the Holder shall deliver this number of Warrant to the Company for cancellation within a reasonable time after such exerciseShares. On or before the first Trading (1st) Business Day following the date on which the Company has received the a valid Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second Trading third (3rd) Business Day following the date on which the Company has received all of the a valid Exercise Delivery Documents. On or before the third Trading Day following the date on which Notice and provided that the Company has received all payment of the Aggregate Exercise Delivery Documents (the “Share Delivery Date”)Price as provided above, the Company shall cause (X) provided that the Transfer Agent to issue to is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the Holder a certificate representing request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Upon delivery of 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 Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. At the Close of Business on the date of delivery of a valid Exercise Notice and provided that the Company has received payment of the Aggregate Exercise Price as provided above, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a1.1.(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e6.1.(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The No fractional shares of Common Stock will be issued upon the exercise of this Warrant, but rather the Company will make a cash payment to the Holder in lieu thereof based on the Closing Sale Price on the Exercise Date; provided, however, that, in lieu of such cash payment, the number of shares of Common Stock to be issued may, at the Company’s option, be rounded up to the nearest whole number. Except as set forth in Section 15, the Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that . No Exercise Notice shall be considered valid unless complete and validly executed by the Holder unless deemed so by the Company. All determinations of the validity of an Exercise Notice shall be made by the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofgood faith.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c))hereof, this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date, in whole or in part (but not as to fractional shares), by (i) delivery of a written noticenotice (which may be by facsimile or email), in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant surrendered to the Company for cancellation within a reasonable time after such exercise. On or before by the first second (2nd) Trading Day following the date on which the Company has received the Exercise Delivery Documents Notice. Within one (1) Trading Day following the date upon which the Company has received all of the Exercise Delivery Documentsexercise as aforesaid, the “Holder shall deliver the Aggregate Exercise Date”), Price for the Company shall transmit shares specified in the applicable Exercise Notice by facsimile wire transfer or e-mail transmission an acknowledgment cashier’s check drawn on a United States bank or such other form of confirmation of receipt of the Exercise Delivery Documents to the Holder and payment as may be agreed by the Company’s transfer agent for the Common Stock . No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (the “Transfer Agent”)or other type of guarantee or notarization) of any Exercise Notice form be required. The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second first (1st) Trading Day following the date on which the Company has received all the Exercise Notice, the Company shall transmit by email an acknowledgment of confirmation of receipt of the Exercise Delivery DocumentsNotice to the Holder. On The Company shall deliver any objection to the Exercise Notice on or before the third first (1st) Trading Day following the date on which the Company has received all the Exercise Notice. In the event of any discrepancy or dispute, the records of the Company shall be controlling and determinative in the absence of manifest error. On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date on which the Holder has delivered to the Company a duly completed and executed Exercise Delivery Documents (Notice and the “Share Delivery Date”)Aggregate Exercise Price, the Company shall cause shall, upon the Transfer Agent to request of the Holder, issue to the Holder a certificate representing the and register such aggregate number of Warrant Ordinary Shares to which the Holder is entitled pursuant to such exerciseexercise in book-entry form in the name of such Holder thereof in accordance with the instructions delivered to the Company’s transfer agent by the Company, in each case issued free and clear of all Liens (as defined in the Subscription Agreement). Upon delivery As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares Principal Market with respect to which this Warrant has been exercised, irrespective of the Ordinary Shares as in effect on the date of delivery of the Warrant Shares to such HolderExercise Notice. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three ten (10) Trading Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable based on the income of the Holder or in respect of any transfer involved in the registration of any certificates book-entry accounts for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof. If the Company shall fail for any reason or for no reason to register Warrant Shares in the Holder’s account for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant, then the Holder shall be entitled, but not required, to rescind the applicable previously submitted Exercise Notice and the Company shall return all consideration paid by Holder for such shares upon such rescission. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments to the Holder in lieu of issuance of the Warrant Shares.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date (an “Exercise Date”), in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and Warrant. Within one (ii1) Trading Day following the delivery of the Exercise Notice, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in hereunder nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company , which confirmation shall deliver any objection constitute an instruction to the Transfer Agent to process such Exercise Delivery Documents Notice in accordance with the terms herein. So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or before prior to the second first (1st) Trading Day following the date on which the Company Exercise Notice has received all of been delivered to the Exercise Delivery Documents. On Company, then on or before prior to the third second (2nd) Trading Day following the date on which the Company Exercise Notice has received all been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Exercise Delivery Documents Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (the “Share Delivery DateDeadline”), the Company shall cause (i) provided that the Transfer Agent to issue to is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the Holder a certificate representing request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock 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 (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseexercise and upon surrender of this Warrant to the Company by the Holder, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading two (2) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates in the DTC’s Fast Automated Securities Transfer Program. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to pay any tax which may be payable in deliver Warrant Shares with respect of any transfer involved in to an exercise prior to the registration of any certificates for Warrants in a name other than that Holder’s delivery of the Holder Aggregate Exercise Price (or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as notice of a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofCashless Exercise) with respect to such exercise.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on at any day time or times on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, however, that in nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of an Exercise Notice for all of the event that then remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised after delivery of the Warrant Shares in full or for accordance with the remaining unexercised portion terms hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and the Holder may sell the Warrant Shares without restriction or limitation either (I) pursuant to issue Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, 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, or if the Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate representing certificate, registered in the Company’s share register 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. The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and (other expenses of than the Company (including overnight delivery chargesHolder’s income taxes) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, however, that the Company shall not be required to pay any tax which may be payable in respect irrespective of any transfer involved in action or inaction by the registration Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any certificates for Warrants in a name other than that of judgment against any Person or any action to enforce the Holder same, or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding any setoff, counterclaim, recoupment, limitation or transferring this Warrant or receiving Warrant Shares upon exercise hereoftermination.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via e-mail, facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission or facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”)Notice, the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c))hereof, this Warrant may be exercised by the Holder on at any day time or times on or after the Exercisability Issuance Date, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and Warrant. On or prior to the Trading Day immediately preceding the applicable Share Delivery Date (iias defined below), the Holder shall either (A) payment pay to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (as defined in Section 1(d)). For the items under (i) and (ii) aboveavoidance of doubt, the “portion of this Warrant corresponding to the number of shares referenced in an Exercise Delivery Documents”)Notice shall be deemed exercised upon delivery by the Holder of such Exercise Notice to the Company. The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of the event that this Exercise Notice with respect to less than all of the Warrant is exercised in full or for Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, the Holder shall deliver this number of Warrant to the Company for cancellation within a reasonable time after such exerciseShares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before 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 Company has received all of Holder delivers the Exercise Delivery Documents. On Notice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or before notice of a Cashless Exercise) on or prior to the third Trading Day following immediately preceding the date on which the Company has received all earlier of the Exercise Delivery Documents clauses (i) and (ii) above (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“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, instruct the Transfer Agent to issue to in book-entry form on the Holder a certificate representing books and records of the Transfer Agent, the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, howeverirrespective of any action or inaction by the Holder to enforce the same, that any waiver or consent with respect to any provision hereof, the Company recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding anything to the contrary herein, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise (if permitted), the Company’s failure to deliver Warrant Shares to the Holder shall not be required deemed to pay any tax which may be payable in respect a breach of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofif the Company has not received the Aggregate Exercise Price pursuant to the requirements of this Section 1(a).

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, Issuance Date in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A I (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to certificate after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit II, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second first (1st) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice (the “Share Required Delivery Date”), the Company shall cause shall, upon the Transfer Agent to issue to request of the Holder a certificate representing the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exerciseexercise to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit/ Withdrawal at Custodian system. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the such Warrant Shares are credited to such the Holder’s DTC account. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. To the extent that the Holder would otherwise be entitled to acquire a fraction of a Warrant Share or other security, such right may be exercised in respect of such fraction only in combination with other rights which in the aggregate entitle the Holder to acquire a whole number of Warrant Shares or other securities. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, Issuance Date in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section ). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of such Exercise Notice and received the Aggregate Exercise Delivery Documents. On or before Price if the third Trading Day following the date on which Holder did not notify the Company has received all of the in such Exercise Delivery Documents Notice that such exercise was made pursuant to a Cashless Exercise (the “Share Delivery Date”), the Company shall cause shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that a Registration Statement (as defined in the Registration Rights Agreement (as defined in the Securities Purchase Agreement)) is effective, or Rule 144 (as defined in the Securities Purchase Agreement) is available to be used, for the resale by the Holder of such Warrant Shares, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 or a Registration Statement is not effective, and Rule 144 is not available, for the resale by the Holder of such Warrant Shares, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c))hereof, this Warrant may be exercised by the Holder on any day on or after the Exercisability DateDate and prior to the Expiration Date (as defined below), in whole or in part (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), ) of the Holder’s election to exercise this Warrant and Warrant. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (iior other type of guarantee or notarization) payment of any Exercise Notice form be required. Within two (2) Trading Days of the delivery of such Exercise Notice, if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant, the Holder shall pay to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise, but in any event within five (5) Trading Days of the delivery of the Exercise Notice. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Delivery Documents Notice and the Aggregate Exercise Price, if any (the date upon which the Company has received all of the Exercise Delivery DocumentsNotice and such Aggregate Exercise Price, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock Ordinary Shares (the “Transfer Agent”). The Company shall deliver in writing any objection to the Exercise Delivery Documents Notice on or before the second (2nd) Trading Day following the date on which the Company has received all of the Exercise Delivery DocumentsNotice. On or before the third second (2nd) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice and any Aggregate Exercise Price (the “Share Delivery Date”), the Company shall cause shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required by this Warrant to issue bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of Ordinary 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 Agent Commission system, or (Y), if the Transfer Agent is not participating in the FAST Program or if the certificates are required by this Warrant to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder a certificate representing or its designee, for the number of Warrant Ordinary Shares to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise NoticeNotice and payment of any Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercisedexercised (including for purposes of Section 6 hereof), irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission and at its own expense, issue a new Warrant (in accordance with Section 7(e)7(d) of this Warrant) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer Transfer (as defined below) involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring Transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability February [__], 2022 (an “Exercise Date”), in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile, electronic mail or otherwise) delivery of a written notice, (i) in the form attached hereto as Exhibit A or (ii) via an electronic warrant exercise through the DTC system (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Registration Failure Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first second (2nd) Trading Day following the date on which the Company Holder has received the delivered an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company , which confirmation shall deliver any objection constitute an instruction to the Transfer Agent to process such Exercise Delivery Documents Notice in accordance with the terms herein. No later than 5:00 P.M., Eastern Time, on or before the second (2nd) Trading Day following the date on which the Company Exercise Notice has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which been delivered to the Company has received all (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Delivery Documents (the “Share Delivery Date”), the Company shall cause (i) provided that the Transfer Agent to issue to is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the Holder a certificate representing request of the Holder, credit such aggregate number of Warrant Common 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 (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseexercise and upon surrender of this Warrant to the Company by the Holder, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading two (2) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of No fractional Common Shares are to be issued upon the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant, but rather any fractional shares will be disregarded and an amount in cash equal to the fractional amount multiplied by the Exercise Price will be paid to the Holder. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants event Warrant Shares are to be issued in a name other than that the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by an assignment form duly executed by the Holder or an affiliate thereofand the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Holder Company shall be responsible pay all Transfer Agent fees required for same-day processing of any election to purchase and all other tax liability that may arise as a result fees to DTC (or another established clearing corporation performing similar functions) required for same-day electronic delivery of holding or transferring this the Warrant or receiving Shares. Notwithstanding the foregoing, the Company shall deliver Warrant Shares upon exercise hereofto the Holder on or prior to the earlier of (A) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date) and (B) two (2) Trading Days after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Registration Failure Cashless Exercise) (such later date, the “Share Delivery Date”). From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates in the DTC’s Fast Automated Securities Transfer Program.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on at any day time or times on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, however, that in nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of an Exercise Notice for all of the event that then remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised after delivery of the Warrant Shares in full or for accordance with the remaining unexercised portion terms hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall cause shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and the Holder may sell the Warrant Shares without restriction or limitation either (I) pursuant to issue Rule 144 of the 1933 Act (including without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act) or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance or resale, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’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, or if the Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act (including having to comply with 144(c)(1) of the 1933 Act) or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance or resale, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and (other expenses of than the Company (including overnight delivery chargesHolder’s income taxes) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, however, that the Company shall not be required to pay any tax which may be payable in respect irrespective of any transfer involved in action or inaction by the registration Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any certificates for Warrants in a name other than that of judgment against any Person or any action to enforce the Holder same, or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding any setoff, counterclaim, recoupment, limitation or transferring this Warrant or receiving Warrant Shares upon exercise hereoftermination.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date (an “Exercise Date”), in whole or in part (but not as to fractional shares)part, by delivery (iwhether via electronic mail or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined herein). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company , which confirmation shall deliver any objection constitute an instruction to the Transfer Agent to process such Exercise Delivery Documents on Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received all such Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall cause (X) provided that the Transfer Agent to issue to is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, or a similar organization, upon the Holder a certificate representing request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock 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 (“FAST”), upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseexercise and upon surrender of this Warrant to the Company by the Holder, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading two (2) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. Notwithstanding the foregoing, howeverexcept in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise, that the Company’s failure to deliver Warrant Shares to the Holder on or prior to the later of (i) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date) and (ii) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Cashless Exercise) (such later date, the “Share Delivery Date”) shall not be deemed to be a breach of this Warrant. Notwithstanding anything to the contrary contained in this Warrant or the Subscription Agreement, after the effective date of the Registration Statement (as defined in the Subscription Agreement), the Company shall not be required cause the Transfer Agent to pay deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any tax resale of Warrant Shares with respect to which may be payable in respect of any transfer involved in the registration of any certificates Holder has entered into a contract for Warrants in sale, and delivered a name other than that copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder or an affiliate thereofhas not yet settled. The Holder From the Issuance Date through and including the Expiration Date, the Company shall be responsible for all other tax liability maintain a transfer agent that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofparticipates in FAST.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, Issuance Date in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to certificate after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second (2nd) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice (the “Share Required Delivery Date”), the Company shall (i) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (which the Company shall cause the Transfer Agent to do at Holder’s request), upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 or Withdrawal at Custodian system, or (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s registrar in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of the Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock or scrip representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on at any day time or times on or after the Exercisability Issuance Date, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of the event that this Exercise Notice with respect to less than all of the Warrant is exercised in full or for Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, the Holder shall deliver this number of Warrant to the Company for cancellation within a reasonable time after such exerciseShares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before 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 Holder delivers the Exercise Notice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (A) the Warrant Shares are subject to issue an effective registration statement in favor of the Holder or (B) if exercised via Cashless Exercise, at a time when Rule 144 would be available for resale of the Warrant Shares by the Holder, 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 or (A) the Warrant Shares are not subject to an effective registration statement in favor of the Holder and (B) if exercised via Cashless Exercise, at a time when Rule 144 would not be available for resale of the Warrant Shares by the Holder, deliver to the Holder a certificate representing book entry statements evidencing the Warrant Shares registered in the Company’s share register 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. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Trading Day prior to the Issuance Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 12:00 p.m. (New York City time) on the Issuance Date and the Issuance Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the book entry statements evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three one (1) Trading Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, howeverirrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding the foregoing in this Section 1(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 1(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the Company terms of the Warrant Agency Agreement, in which case this sentence shall not apply. For purposes of Regulation SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions) shall be required deemed to pay any tax which may be payable have exercised its interest in respect this Warrant upon instructing its broker that is a DTC Participant to exercise its interest in such Warrant, provided that in each such case payment of any transfer involved the applicable aggregate Exercise Price (other than in the registration case of any certificates for Warrants a cashless exercise) is received within the earlier of (i) one (1) trading day and (ii) the number of trading days comprising the Standard Settlement Period, in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofeach case following such instruction.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Initial Exercisability Date (each, an “Exercise Date”), in whole or in part (but not as to fractional shares)part, by delivery (iwhether via electronic mail or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds (a “Cash Exercise”) (if, subject to the items under (i) and (ii) aboveprovisions of Section 1(c), the “Holder did not notify the Company in such Exercise Delivery Documents”Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(c)) at a time and under circumstances which permit a Cashless Exercise. The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company , which confirmation shall deliver any objection constitute an instruction to the Transfer Agent to process such Exercise Delivery Documents on Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company Holder has received all of the delivered such Exercise Delivery Documents. On or before the third Trading Day following the date on which Notice to the Company has received all (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Delivery Documents (the “Share Delivery Date”), the Company shall cause (i) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading two (2) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. Notwithstanding the foregoing, howeverexcept in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise, that the Company’s failure to deliver Warrant Shares to the Holder on or prior to the later of (A) two (2) Trading Days after delivery of the applicable Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date) and (B) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Cashless Exercise) (such later date, the “Share Delivery Date”) shall not be deemed to be a breach of this Warrant. From the Issuance Date through and including the Expiration Date, the Company shall not be required to pay any tax which may be payable in respect of any maintain a transfer involved agent that participates in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofDTC’s Fast Automated Securities Transfer Program.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on at any day time or from time to time on or after the Initial Exercisability Date and before the Expiration Date, in whole or in part (but not as to fractional shares)part, by delivery to the Company (iwhether via electronic mail or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and Warrant. Within one (ii1) Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or, if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of the event that Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares and the Holder shall not be required to physically surrender this Warrant is to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full or for the remaining unexercised portion hereoffull, in which case, the Holder shall deliver surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date on which the final Exercise Notice is delivered to the Company. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a reasonable portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time after such exercisemay be less than the amount stated on the face hereof. On or before the first (1st) Trading Day following the date on which the Company Holder has received delivered the applicable Exercise Delivery Documents (Notice to the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Company, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice, in the form attached to the Exercise Notice, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the Exercise Delivery Documents on or before the second first (1st) Trading Day following the date on which the Company Exercise Notice has received all been delivered to the Company, then on or prior to the earlier of (i) the first (1st) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Delivery Documents. On Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or before notice of a Cashless Exercise) on or prior to the third first (1st) Trading Day following the date on which the Company Exercise Notice has received all been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of the Exercise Delivery Documents a Cashless Exercise) is delivered (such earlier date, the “Share Delivery Date”), the Company shall cause (X) provided that the Transfer Agent applicable Warrant Shares are subject to issue an effective registration statement registering the resale of the Warrant Shares by the Holder or any of the other Unrestricted Conditions is satisfied in respect of such Warrant Shares, 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 The Depository Trust Company (“DTC”) through its Deposit / Withdrawal At Custodian system, or (Y) if the applicable Warrant Shares are not subject to an effective registration statement registering the resale of the Warrant Shares by the Holder and none of the other Unrestricted Conditions is satisfied in respect of such Warrant Shares, issue and dispatch by overnight courier to the physical address or e-mail address as specified in the Exercise Notice, a certificate representing or evidence of a 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. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant has been exercisedexercised pursuant to such Exercise Notice, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded down to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to pay any tax which may be payable in deliver Warrant Shares with respect of any transfer involved in to an exercise prior to the registration of any certificates for Warrants in a name other than that Holder’s delivery of the Holder Aggregate Exercise Price (or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as notice of a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofCashless Exercise) with respect to such exercise.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c))hereof, this Warrant UPO may be exercised by the Holder on any day on or after the date that is 180 days after the Effective Date (the “Exercisability Date”), on one or more occasions, in whole or in part (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), ) of the Holder’s election to exercise this Warrant and UPO. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (iior other type of guarantee or notarization) payment of any Notice of Exercise form be required. Within two (2) Trading Days of the delivery of such Exercise Notice, if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this UPO, the Holder shall pay to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares Units as to which this Warrant UPO is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this Warrant UPO in order to effect an exercise hereunder; provided, however, that in the event that this Warrant UPO is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant UPO to the Company for cancellation within a reasonable time after such exercise. On or before the first Trading Day following the date on which the Company has received the Exercise Delivery Documents Notice (the date upon which the Company has received all of the Exercise Delivery DocumentsNotice, the “Exercise Date”), the Company shall transmit by facsimile or e-mail email transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents Notice on or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery DocumentsNotice. On or before the third second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice, provided the Aggregate Exercise Price has been received by the Company prior to such Trading Day, the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “Share Delivery DateFAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock and Warrants included in the Units 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 Agent Commission system, or (Y), the Company shall cause if the Transfer Agent is not participating in the FAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder a certificate representing or its designee, for the number of Warrant Shares and Warrants to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise NoticeNotice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares and Warrants with respect to which this Warrant UPO has been exercised, irrespective of the date such Shares and Warrants are credited to the Holder’s DTC account or the date of delivery of the Warrant certificates evidencing such Shares to such Holderand Warrants, as the case may be. If this Warrant UPO is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares Units represented by this Warrant UPO submitted for exercise is greater than the number of Warrant Shares Units being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading Days after any such submission and at its own expense, issue a new Warrant UPO (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares Units purchasable immediately prior to such exercise under this WarrantUPO, less the number of Warrant Shares Units with respect to which this Warrant UPO has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares Units upon exercise of this WarrantUPO; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Shares, Warrants or UPOs in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant UPO or receiving Warrant Shares Units upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the such Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”)Notice, the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c))hereof, this Warrant may be exercised by the Holder on any day on or after the Exercisability Date (but in no event after 11:59 p.m., New York time, on the Expiration Date), in whole or in part (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A A, appropriately completed and duly signed (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(b) of this Warrant, payment to the Company of an amount equal to the applicable Exercise Price then in effect multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all Upon receipt of the Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile promptly issue and deliver, or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents cause to the Holder be issued and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”)delivered, the Company shall cause the Transfer Agent to issue to the Holder a certificate representing for the number of Warrant Shares to which the Holder is entitled pursuant to issuable upon such exercise. Upon delivery of the Exercise Notice, the The Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective exercised as of the date of delivery of on which the Warrant Shares Holder shall have delivered the Exercise Delivery Documents to such Holderthe Company. If this Warrant is submitted in connection with any exercised such that the number of Warrant Shares being acquired upon such exercise pursuant to this Section 1(a) and is less than the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseWarrant, then the Company shall as soon as practicable and in no event later than three Trading Days after any such submission and at its own expensesubmission, issue a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofWarrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds (a “Cash Exercise”) (if, subject to the items under (i) and (ii) aboveprovisions of Section 1(d), the “Holder did not notify the Company in such Exercise Delivery Documents”Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)) at a time and under circumstances which permit a Cashless Exercise. The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”)Notice, the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(e)), this Warrant may be exercised by the Holder on any day on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(c)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”)Notice, the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided the shares of Common Stock which the Holder is entitled to are registered on an effective registration statement or may be sold without any restriction under Rule 144, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise, which may contain a restrictive legend if required to comply with applicable securities laws. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e)6(d) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date, in whole or in part (but not as to fractional shares)part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the then-applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds or, (B) if permitted pursuant to Section 1(d) of this Warrant, by notifying the Company that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in hereunder until the event that this Holder has purchased all the Warrant is Shares available hereunder and the Warrant has been exercised in full or for the remaining unexercised portion hereoffull, in which case, the Holder shall deliver surrender this Warrant to the Company for cancellation within as soon as practicable following the delivery of the applicable Exercise Delivery Documents (as defined below). Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a reasonable time new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of the Exercise Notice for all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant after such exercisedelivery of the Warrant Shares in accordance with the terms hereof. On or before the first second (2nd) Trading Day following the date on which the Company has received each of the fully completed Exercise Delivery Documents Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) (the date upon which the Company has received all of the “Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third (3rd) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at Holder’s instruction pursuant to the Exercise Notice, ▇▇▇▇▇▇’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer taxes and other expenses of the Company (including overnight delivery charges) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any event certificates for Warrants Warrant Shares are to be issued in a name other than that the name of the Holder or an affiliate thereof. The Holder Holder, the applicable Exercise Notice shall be responsible for all other tax liability that accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder, and the Company may arise require, as a result condition thereto, the payment of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofa sum sufficient to reimburse it for any transfer tax incidental thereto.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Datedate hereof, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s 's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of the event that this Exercise Notice with respect to less than all of the Warrant is exercised in full or for Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, the Holder shall deliver this number of Warrant to the Company for cancellation within a reasonable time after such exerciseShares. On or before the first Trading (1st) Business Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all each of the Exercise Delivery Documents, Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise DateDelivery Documents”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s 's transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading (3rd) Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall cause (X) provided that the Transfer Agent to issue to is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the Holder a certificate representing request of the Holder, 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 Agent Commission 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 Exercise Notice, a certificate, registered in the Company's share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e6(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on at any day time or times on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile, electronic mail or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Notwithstanding the foregoing, with respect to any Exercise Notice(s) delivered on or prior to the Initial Exercisability Date, which may be delivered at any time after the execution of the Underwriting Agreement, the Company agrees to deliver the Warrant and Shares subject to such Exercise Notice(s) by 5 p.m. (iiNew York time) on the Initial Exercisability Date. Within one (1) Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or, if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; providedhereunder (until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full), however, that in nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of the event that Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares and the Holder shall not be required to physically surrender this Warrant is to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full or for the remaining unexercised portion hereoffull, in which case, the Holder shall deliver surrender this Warrant to the Company for cancellation within a reasonable time after such exercisethree (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. On or before the first (1st) Trading Day following the date on which the Company Holder has received delivered the applicable Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice, in the form attached to the Exercise Notice, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the Exercise Delivery Documents on or before the second first (1st) Trading Day following the date on which the Company Exercise Notice has received all been delivered to the Company, 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 Exercise Delivery Documents. On Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or before notice of a Cashless Exercise, if applicable) on or prior to the third first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered (such earlier date, or if later, the earliest day on which the Company has received all of the Exercise Delivery Documents (is required to deliver Warrant Shares pursuant to this Section 1(a), the “Share Delivery Date”), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to issue 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 Exercise Notice, a certificate, registered in the name of the Holder a certificate representing or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to pay any tax which may be payable in deliver Warrant Shares with respect of any transfer involved in to an exercise prior to the registration of any certificates for Warrants in a name other than that Holder’s delivery of the Holder Aggregate Exercise Price (or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as notice of a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofCashless Exercise, if applicable) with respect to such exercise.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c‎1‎(f)), this Warrant may be exercised by the Holder on at any day time or times on or after the Exercisability date which is six months after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below) in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section ‎1‎1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to certificate after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the later of (i) the date on which the Company has received the an Exercise Delivery Documents Notice or (ii) the date upon on which the Company has received all of receives the Aggregate Exercise Delivery Documents, the “Exercise Date”)Price, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second (2nd) Trading Day following the later of (i) the date on which the Company has received all of such Exercise Notice or (ii) if the Aggregate Exercise Delivery Documents. On or before Price is not paid by the third Holder within one (1) Trading Day following such exercise as contemplated above in this Section ‎1‎(a), the date on which the Company has received all of receives the Aggregate Exercise Delivery Documents Price (such later date is referred to herein as the “Share Delivery Date”), the Company shall cause (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (II) either a Registration Statement (as defined in the Securities Purchase Agreement)) for the resale by the Holder of the applicable Warrant Shares to be issued pursuant to such Exercise Notice is effective or such Warrant Shares are otherwise eligible for resale pursuant to Rule 144 (as defined in the Securities Purchase Agreement), credit such aggregate number of shares of Common Stock 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 either of the immediately preceding clauses (I) or (II) are not satisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a‎1‎(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e‎7(g)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c)1(f), this Warrant may be exercised by the Holder on any day on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”)Notice, the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided the shares of Common Stock which the Holder is entitled to are registered on an effective registration statement or may be sold without any restriction under Rule 144, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise, which may contain a restrictive legend if required to comply with applicable securities laws. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c))hereof, this Warrant UPO may be exercised by the Holder on any day on or after the date that is 180 days after the Effective Date (the “Exercisability Date”), on one or more occasions, in whole or in part (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), ) of the Holder’s election to exercise this Warrant and UPO. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (iior other type of guarantee or notarization) payment of any Exercise Notice form be required. Within two (2) Trading Days of the delivery of such Exercise Notice, if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this UPO, the Holder shall pay to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares Units or Warrants as to which this Warrant UPO is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this Warrant UPO in order to effect an exercise hereunder; provided, however, that in the event that this Warrant UPO is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant UPO to the Company for cancellation within a reasonable time after such exercise. On or before the first Trading Day following the date on which the Company has received the Exercise Delivery Documents Notice (the date upon which the Company has received all of the Exercise Delivery DocumentsNotice, the “Exercise Date”), the Company shall transmit by facsimile or e-mail email transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents Notice on or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery DocumentsNotice. On or before the third second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice, provided the Aggregate Exercise Price has been received by the Company prior to such Trading Day, the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “Share Delivery DateFAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock and Warrants included in the Units or such aggregate number of Warrants 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 Agent Commission system, or (Y), the Company shall cause if the Transfer Agent is not participating in the FAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder a certificate representing or its designee, for the number of Warrant Shares and Warrants to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise NoticeNotice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares and Warrants with respect to which this Warrant UPO has been exercised, irrespective of the date such Shares and Warrants are credited to the Holder’s DTC account or the date of delivery of the Warrant certificates evidencing such Shares to such Holderand Warrants, as the case may be. If this Warrant UPO is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares Units or Warrants represented by this Warrant UPO submitted for exercise is greater than the number of Warrant Shares Units or Warrants being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading Days after any such submission and at its own expense, issue a new Warrant UPO (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares Units and Warrants purchasable immediately prior to such exercise under this WarrantUPO, less the number of Warrant Shares Units and Warrants with respect to which this Warrant UPO has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares Units or Warrants upon exercise of this WarrantUPO; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Shares, Warrants or UPOs in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant UPO or receiving Warrant Shares Units upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Datedate hereof, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “"Exercise Notice”"), of the Holder’s 's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “"Aggregate Exercise Price”") in cash or wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of the event that this Exercise Notice with respect to less than all of the Warrant is exercised in full or for Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, the Holder shall deliver this number of Warrant to the Company for cancellation within a reasonable time after such exerciseShares. On or before the first Trading Business Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all each of the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the "Exercise Delivery Documents, the “Exercise Date”"), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s 's transfer agent for the Common Stock (the “"Transfer Agent”"). The Company shall deliver any objection to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “"Share Delivery Date”"), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to issue 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 Agent Commission 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 Exercise Notice, a certificate, registered in the Company's share register in the name of the Holder a certificate representing or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise NoticeNotice and Aggregate Exercise Price referred to in clause (ii)(A) above or notification to the Company of a Cashless Exercise referred to in Section 1(d), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading Business Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Initial Exercise Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the such Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”)Notice, the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c)), this This Warrant may be exercised by the Holder on any day on or after the Exercisability DateHolder, in whole or in part (but not as to fractional shares)part, during the Exercise Period by (i) delivery of a written notice, in delivering the purchase/exercise form attached hereto as Exhibit A (the “Exercise Notice”), duly executed by such Holder or by such ▇▇▇▇▇▇’s duly authorized attorney, at the principal office of the Holder’s election to exercise this Warrant and (ii) payment to Company, or at such other office or agency as the Company may designate, accompanied by payment in full of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate purchased upon such exercise. The Exercise Price”) in cash Price may be paid by cash, check, or wire transfer of immediately available funds (a or by “Cash Exercise”cashless exercise” as provided for in Section 1(d) (or the items under (i) cashless exchange for Downside Protection Shares and (ii) aboveDownside Protection Cash, if applicable, if the “Exercise Delivery Documents”Holder has demanded Downside Protection pursuant to Section 2(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares will have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder shall deliver then-remaining Warrant Shares will have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date (which shall be a Trading Day) on which the Company has received the an Exercise Delivery Documents Notice (the date upon which or, if the Company has received all delivered a Company Objection Notice, the first (1st) Trading Day after the final resolution of the Exercise Delivery Documents, the “Exercise Date”Company Objection Notice pursuant to Section 7), the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company , which confirmation shall deliver any objection constitute an instruction to the Transfer Agent to process such Exercise Delivery Documents on Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date (which shall be a Trading Day) on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which Notice (or, if the Company has received all delivered a Company Objection Notice, the second (2nd) Trading Day after the final resolution of the Company Objection Notice pursuant to Section 7) (or such earlier date as required pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Delivery Documents Date (the “Share Delivery DateStandard Settlement Period”)), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”) and if either (I) such shares of Common Stock to issue be issued have been sold pursuant to an effective and available registration statement and current prospectus or (II) such shares of Common Stock to be issued have been sold by the Holder pursuant to Rule 144 of the Securities Act of 1933, as amended (“Securities Act”), and in both cases the Holder has delivered or caused to be delivered to the Company customary representations and other documentation of the Holder a certificate representing and its broker reasonably acceptable to the Company and the Transfer Agent in connection therewith at the time it delivers the Exercise Notice (collectively, the “Electronic Issuance Condition”), upon the request of the Holder and receipt of such required representations and other documentation of the Holder and its broker, credit such aggregate number of Warrant Shares shares of Common Stock 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 or the Electronic Issuance Condition is not satisfied, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such exercise. Notwithstanding any reference herein to the issuance of a “certificate” evidencing Warrant Shares hereunder, at any time as such Warrant Shares are required to be issued with a restricted legend in accordance with the rules and regulations of the Securities Act, including if the customary representations and other documentation of the Holder and its broker have not been delivered to the Company in connection with the Exercise Notice, unless the Holder shall explicitly specify in writing to the Company that such Warrant Shares should not be delivered as a book-entry with the Transfer Agent, in lieu of the delivery of such a certificate to the Holder (or to such other Person at the direction of the Holder), such Warrant Shares may be issued by the Company as a book-entry with the Transfer Agent (with reasonably documented written evidence of such book-entry delivered to the Holder on or prior to the applicable Share Delivery Date (as defined below)) and will be notated with a restricted legend if applicable. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be), provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise pursuant to such HolderSection 1(d) or in the event that the Holder has demanded Downside Protection pursuant to Section 2(d)) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a1(c) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseexercise and upon surrender of this Warrant to the Company by the Holder, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading two (2) Business Days after any such submission exercise and upon receipt of this Warrant and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. If the Company fails for any reason to deliver Warrant Shares to the Holder on or prior to the later of (i) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, howeverrule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date), that (ii) one (1) Trading Day after the Company’s receipt of the Exercise Price, and (iii) if applicable, the second (2nd) Trading Day after the final resolution of the Company Objection Notice pursuant to Section 7 (such later date, the “Share Delivery Date”), the Company shall pay to the Holder, in cash, as liquidated damages and not be required as a penalty, for each $1,000 of Warrant Shares subject to pay any tax which may be payable in respect of any transfer involved in such exercise (based on the registration of any certificates for Warrants in a name other than that volume-weighted average price of the Common Stock on the date of the applicable Exercise Notice), $5 per Trading Day (increasing to $10 per Trading Day on the third Trading Day after the Share Delivery Date) for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or the Holder or an affiliate thereofrescinds such exercise. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring Notwithstanding anything to the contrary contained in this Warrant or receiving the Subscription Agreement, after the effective date of the Registration Statement, the Company shall, upon ▇▇▇▇▇▇’s request, use commercially reasonable efforts to cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Warrant Shares upon exercise hereofwith respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled. During the Exercise Period, the Company shall maintain a transfer agent that participates in FAST.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on at any day time or times on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, however, that in nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of an Exercise Notice for all of the event that then remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised after delivery of the Warrant Shares in full or for accordance with the remaining unexercised portion terms hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall cause shall, (X) provided that the Transfer Agent to issue is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and either (A) the issuance of the Warrant Shares subject to the Exercise Notice is registered under the 1933 Act on an effective and available registration statement, (B) this Warrant is being exercised via Cashless Exercise or (C) such Warrant Shares may be resold by the Holder pursuant to a certificate representing Permitted Securities Transaction, 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) otherwise, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register 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. The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and (other expenses of than the Company (including overnight delivery chargesHolder’s income taxes) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, however, that the Company shall not be required to pay any tax which may be payable in respect irrespective of any transfer involved in action or inaction by the registration Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any certificates for Warrants in a name judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. If the Holder exercises this Warrant (other than that by Cashless Exercise) at a time when either (I) the issuance of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofsubject to the Exercise Notice is not registered under the 1933 Act on an effective and available registration statement or (II) the Holder may not sell the such Warrant Shares pursuant to a Permitted Securities Transaction, then any certificate representing such Warrant Shares may contain a restrictive legend.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c))hereof, this Warrant may be exercised by the Holder on any day on or after the Exercisability DateIssuance Date and of the commencement of trading on a U.S. national securities exchange of the Company’s securities to be issued in such offering, to the extent permitted by the applicable SEC and FINRA rules, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, by submitting information including the then-applicable Exercise Price, number of Warrant Shares purchased equal to or lower than the then-applicable number of Warrant Shares and the 20-day average Closing Sale Price (iicollectively, the “Exercise Information”). Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds (a “Cash Exercise”) (if, subject to the items under (i) and (ii) aboveprovisions of Section 1(d), the “Holder has not notified the Company in such Exercise Delivery Documents”Notice that such exercise is made pursuant to a Cashless Exercise (as defined in Section 1(d)) at a time and under circumstances which permit a Cashless Exercise. The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first second (2nd) Trading Day following the date on which the Company has received an Exercise Notice, upon checking that the Exercise Delivery Documents (Information supplied by the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Holder is accurate, the Company shall transmit by facsimile or e-mail transmission email an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all such Exercise Notice and, in the event that the Holder has chosen to exercise in cash, the receipt of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all payment of the Aggregate Exercise Delivery Documents (the “Share Delivery Date”)Price, the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Class A 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 mail to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Class A Shares to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice and in the event that the Holder has chosen to exercise in cash, the Company’s receipt of the payment of the Aggregate Exercise NoticePrice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the total number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired by the Holder upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading five (5) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of No fractional Class A Shares are to be issued upon the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, howeverbut rather the number of Class A Shares to be issued shall be rounded up to the nearest whole number. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company in respect of the issuance or delivery of Class A Shares upon the exercise of this Warrant, that but the Company shall not be required obligated to pay any tax which may be payable transfer taxes in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofsuch shares.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date (an “Exercise Date”), in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and Warrant. Within one (ii1) Trading Day following the delivery of the Exercise Notice, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in hereunder nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company , which confirmation shall deliver any objection constitute an instruction to the Transfer Agent to process such Exercise Delivery Documents Notice in accordance with the terms herein. So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or before prior to the second first (1st) Trading Day following the date on which the Company Exercise Notice has received all of been delivered to the Exercise Delivery Documents. On Company, then on or before prior to the third second (2nd) Trading Day following the date on which the Company Exercise Notice has received all been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Exercise Delivery Documents Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (the “"Share Delivery Date”Deadline"), the Company shall cause (i) provided that the Transfer Agent to issue to is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the Holder a certificate representing request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock 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 (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseexercise and upon surrender of this Warrant to the Company by the Holder, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading two (2) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates in the DTC’s Fast Automated Securities Transfer Program. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to pay any tax which may be payable in deliver Warrant Shares with respect of any transfer involved in to an exercise prior to the registration of any certificates for Warrants in a name other than that Holder's delivery of the Holder Aggregate Exercise Price (or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as notice of a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofCashless Exercise) with respect to such exercise.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date (each, an “Exercise Date”), in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided. No ink-original Exercise Notice of exercise shall be required, however, that in nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”)Notice, the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. Notwithstanding the foregoing, howeverexcept in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), that the Company Company’s failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be required deemed to pay any tax which may be payable in respect a breach of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofWarrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on at any day time or times on or after the Exercisability Issuance Date, in whole or in part (but not as to fractional shares), by delivery (iwhether via facsimile, electronic mail or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and Warrant. Within one (ii1) Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of the event that Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares and the Holder shall not be required to physically surrender this Warrant is to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full or for the remaining unexercised portion hereoffull, in which case, the Holder shall deliver surrender this Warrant to the Company for cancellation within a reasonable time after such exercisefive (5) Trading Days of the date on which the final Exercise Notice has been delivered to the Company. On or before the first (1st) Trading Day following the date on which the Company Holder has received delivered the applicable Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice, in the form attached to the Exercise Notice, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the Exercise Delivery Documents on or before the second first (1st) Trading Day following the date on which the Company Exercise Notice has received all been delivered to the Company, 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 Exercise Delivery Documents. On Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or before notice of a Cashless Exercise) on or prior to the third first (1st) Trading Day following the date on which the Company Exercise Notice has received all been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of the Exercise Delivery Documents a Cashless Exercise) is delivered (such earlier date, the “Share Delivery Date”), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to issue 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 Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder a certificate representing or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to pay any tax which may be payable in deliver Warrant Shares with respect of any transfer involved in to an exercise prior to the registration of any certificates for Warrants in a name other than that Holder’s delivery of the Holder Aggregate Exercise Price (or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as notice of a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofCashless Exercise) with respect to such exercise.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(g)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, Issuance Date and until the Expiration Date in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the later of (i) the date on which the Company has received the an Exercise Delivery Documents Notice or (ii) the date upon on which the Company has received all of receives the Aggregate Exercise Delivery Documents, the “Exercise Date”)Price, the Company shall transmit by (whether via facsimile or e-mail transmission an otherwise) a written acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit C, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the later of (x) the date on which the Company has received all of the such Exercise Delivery Documents. On Notice or before the third Trading Day following (y) the date on which the Company has received all of receives the Aggregate Exercise Delivery Documents Price (such date is referred to herein as the “Share Delivery Date”), the Company shall cause (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (II) either a Registration Statement (as defined in the Registration Rights Agreement) for the resale by the Holder of the applicable Warrant Shares to be issued pursuant to such Exercise Notice is effective or such Warrant Shares are otherwise eligible for resale pursuant to Rule 144, credit such aggregate number of shares of Common Stock 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 either of the immediately preceding clauses (I) or (II) are not satisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice and the Aggregate Exercise NoticePrice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the written request of the Holder and upon surrender of this Warrant by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e8(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded down to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(d)), this Warrant may be exercised by the Holder on at any day time or times on or after the Exercisability date that is six (6) months following the Closing Date (as such term is defined in the Subscription Agreement) until the Expiration Date, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise all or part of this Warrant and (iiii)(A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) by instructing the Company to withhold a number of Warrant Shares issuable upon such exercise of this Warrant with an aggregate Fair Market Value as of the date of the Exercise Notice equal to the Aggregate Exercise Price (a “Cash Cashless Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, howevernor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of the Exercise Notice with respect to a number of Warrant Shares that is less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and the issuance of a new Warrant, that in on the event that this Warrant is exercised in full or for same terms contained herein, evidencing the right to purchase the remaining unexercised portion hereofnumber of Warrant Shares. Promptly following the Company’s receipt of an Exercise Notice, the Holder Company shall deliver this Warrant transmit by electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Company Holder and the Company’s transfer agent (the “Transfer Agent”) and shall provide to the Holder instructions for cancellation within a reasonable time after such exercisepayment of the Aggregate Exercise Price, if applicable. On or before No later than two (2) Trading Days (or, if less, the first number of Trading Day Days then constituting the Standard Settlement Period) following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice (the “Share Delivery Date”), so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to noon Eastern Time on the Share Delivery Date (provided that if the Aggregate Exercise Price (or notice of a Cashless Exercise) has not been delivered by such date, the Share Delivery Date shall be two (2) Business Days after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall cause (i) in the Transfer Agent case of an Exercise Notice delivered at a time when none of the Unrestricted Conditions (as defined below) is satisfied with respect to issue to the Holder a certificate representing the such Warrant Shares, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exerciseexercise to the Holder’s or its designee’s account with the Transfer Agent or, if requested by the Holder, by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee or (ii) in the case of an Exercise Notice delivered at a time when any of the Unrestricted Conditions is met in respect of such Warrant Shares, by causing the Transfer Agent to electronically transmit the Warrant Shares issuable upon such exercise to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company, through its Deposit/Withdrawal at Custodian system, as specified in the relevant Exercise Notice. The Company shall be responsible for all fees and expenses incurred in connection with the issuance of the Warrant Shares, including the fees and expenses of the Transfer Agent, if any. Upon delivery of the Exercise NoticeNotice and the Aggregate Exercise Price (or notice of a Cashless Exercise) therefore, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the such Warrant Shares to such Holderare delivered. If this Warrant is submitted physically delivered by the Holder to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by available for exercise pursuant to this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an that the Holder seeks to acquire pursuant to the current exercise, then the Company shall as soon as practicable and in no event later than three Trading Days after any such submission and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.five

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day Business Day and at any time or times on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)in increments of 25,000 Warrant Shares, by delivery (i) delivery whether via electronic mail or otherwise in accordance with Section 8) of a duly completed and executed written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and Warrant. Within two (ii2) Trading Days following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or, if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of the event that Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares and the Holder shall not be required to physically surrender this Warrant is to the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full or for the remaining unexercised portion hereoffull, in which case, the Holder shall deliver surrender this Warrant to the Company for cancellation within a reasonable time after such exercisethree (3) Trading Days of the date on which the final Exercise Notice is delivered to the Company. On or before the first (1st) Trading Day following the date on which the Company Holder has received delivered the applicable Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an a duly executed and completed acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice, in the form attached to the Exercise Notice, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the Exercise Delivery Documents on or before the second first (1st) Trading Day following the date on which the Company Exercise Notice has received all been delivered to the Company, 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 Exercise Delivery Documents. On Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or before notice of a Cashless Exercise, if applicable) on or prior to the third first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered (such earlier date, or if later, the earliest day on which the Company has received all of the Exercise Delivery Documents is required to deliver Warrant Shares pursuant to this Section 1(a) (the “Share Delivery Date”), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Warrant Shares to issue 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 FAST, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder a certificate representing or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the Aggregate Exercise NoticePrice (or notice of Cashless Exercise, as applicable), the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant has been exercisedexercised on the date of such delivery, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather, the number of Warrant Shares to be issued shall be rounded to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which or governmental charge that may be payable in imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any transfer involved such tax, or has established to the satisfaction of the Company that such tax has been paid. The Company’s obligations to issue and deliver Warrant Shares in accordance with the registration terms and subject to the conditions hereof are absolute and unconditional, irrespective of any certificates action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof (except for Warrants in a name other than consents and waivers provided pursuant to Section 9), the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to an exercise prior to the Holder’s delivery of the Holder Aggregate Exercise Price (or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as notice of a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofCashless Exercise, if applicable) with respect to such exercise.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(d)), this Warrant may be exercised by the Holder on at any day time or times on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile, electronic mail or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”)Warrant. The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of the event that this Exercise Notice with respect to less than all of the Warrant is exercised in full or for Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, the Holder shall deliver this number of Warrant to the Company for cancellation within a reasonable time after such exerciseShares. On or before the first second (2nd) Trading Day following the date on which the Company has received the applicable Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice, in the form attached to the Exercise Notice, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection On or prior to the Exercise Delivery Documents on or before earlier of (i) the second third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Company Exercise Notice has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which been delivered to the Company has received all of the Exercise Delivery Documents (such earlier date, the “Share Delivery Date”), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to issue 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 Exercise Notice, a certificate, registered in the name of the Holder a certificate representing or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, however, that the Company shall not be required to pay any tax which may be payable in respect irrespective of any transfer involved in action or inaction by the registration Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any certificates for Warrants in a name other than that of judgment against any Person or any action to enforce the Holder same, or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding any setoff, counterclaim, recoupment, limitation or transferring this Warrant or receiving Warrant Shares upon exercise hereoftermination.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, Issuance Date in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 11(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to certificate after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the later of (i) the date on which the Company has received the an Exercise Delivery Documents Notice or (ii) the date upon on which the Company has received all of receives the Aggregate Exercise Delivery Documents, the “Exercise Date”)Price, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second (2nd) Trading Day following the later of (i) the date on which the Company has received all of such Exercise Notice or (ii) if the Aggregate Exercise Delivery Documents. On or before Price is not paid by the third Holder within one (1) Trading Day following such exercise as contemplated above in this Section 1(a), the date on which the Company has received all of receives the Aggregate Exercise Delivery Documents Price (such later date is referred to herein as the “Share Delivery Date”), the Company shall cause (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (II) either a Registration Statement (as defined in the Securities Purchase Agreement)) for the resale by the Holder of the applicable Warrant Shares to be issued pursuant to such Exercise Notice is effective or such Warrant Shares are otherwise eligible for resale pursuant to Rule 144 (as defined in the Securities Purchase Agreement), credit such aggregate number of shares of Common Stock 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 either of the immediately preceding clauses (I) or (II) are not satisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(g)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant Right may be exercised by the Holder on any day on or after the Initial Exercisability Date (an “Exercise Date”), in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) payment Right. No consideration shall be required to the Company of an amount equal to the applicable Exercise Price multiplied be paid by the number Holder to any Person to effect any exercise of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”)Right. The Holder shall not be required to surrender deliver an ink-original of this Warrant Right or an Exercise Notice in order to effect an exercise hereunder; provided, however, that in nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the event that Right Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for Right and issuance of a new Right evidencing the right to receive the remaining unexercised portion number of Right Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Right Shares shall have the same effect as cancellation of the original of this Right after delivery of the Right Shares in accordance with the terms hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B with respect to issuance of free trading Rights Shares (and/or Rights Shares sold, or to be resold, by the Holder pursuant to Rule 144) and in the form attached hereto as Exhibit C with respect to issuance of restricted Rights Shares, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company , which confirmation shall deliver any objection constitute an instruction to the Transfer Agent to process such Exercise Delivery Documents on Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received all such Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Right Shares initiated on the applicable Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Date) (the “Share Delivery DateDeadline”), the Company shall cause (i) provided that the Transfer Agent to issue to is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”) and this Right satisfies one or more Free Tradability Conditions, upon the Holder a certificate representing request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock 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 (ii) if the Transfer Agent is not participating in FAST or this Right does not satisfy any Free Tradability Conditions, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Right Shares with respect to which this Warrant Right has been exercised, irrespective of the date such Right Shares are credited to the Holder’s DTC account or the date of delivery of the Warrant certificates evidencing such Right Shares to such Holder(as the case may be). If this Warrant Right is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Right Shares represented by this Warrant Right submitted for exercise is greater than the number of Warrant Right Shares being acquired upon an exerciseexercise and upon surrender of this Right to the Company by the Holder, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading two (2) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant Right (in accordance with Section 7(e7(d)) representing the right to purchase receive the number of Warrant Right Shares purchasable issuable hereunder immediately prior to such exercise under this WarrantRight, less the number of Warrant Right Shares with respect to which this Warrant has been and/or Right is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f) and (g)), this Investor Warrant may be exercised by the Holder on any day on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Investor Warrant. Within one (1) Trading Day following an exercise of this Investor Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Investor Warrant Shares as to which this Investor Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Investor Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Investor Warrant Shares shall have the same effect as cancellation of the original of this Investor Warrant is exercised in full or for and issuance of a new Investor Warrant evidencing the right to purchase the remaining unexercised portion number of Investor Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Investor Warrant Shares shall have the same effect as cancellation of the original of this Investor Warrant after delivery of the Investor Warrant Shares in accordance with the terms hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”)Notice, the Company shall cause shall, (X) provided that the Investor Warrant Shares are subject to an effective registration statement (or this Investor Warrant is being exercised pursuant to the Cashless Exercise provision and an exemption from registration is then available) Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 a registration statement is not then available for the resale of the Investor Warrants, the Holder is not utilizing Cashless Exercise and the Transfer Agent to is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder a certificate representing or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, provide evidence that the Investor Warrant Shares have been registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Investor Warrant Shares with respect to which this Investor Warrant has been exercised, irrespective of the date such Investor Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the evidence of such Investor Warrant Shares to such Holder(as the case may be). If this Investor Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Investor Warrant Shares represented by this Investor Warrant submitted for exercise is greater than the number of Investor Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Investor Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Investor Warrant Shares purchasable immediately prior to such exercise under this Investor Warrant, less the number of Investor Warrant Shares with respect to which this Investor Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Investor Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Investor Warrant Shares upon exercise of this Investor Warrant; provided. Notwithstanding the foregoing, howeverexcept in the case where an exercise of this Investor Warrant is validly made pursuant to a Cashless Exercise, that the Company Company’s failure to deliver Investor Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be required deemed to pay any tax which may be payable in respect a breach of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofInvestor Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c)1(f), this Warrant may be exercised by the Holder on any day on or after the Exercisability DateHolder, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Per Share Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Extended Exercise Price”) in cash or via wire transfer of immediately available funds to an account of the Company specified by the Company if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in the event that if this Warrant is exercised in full or for fully exercised, at the remaining unexercised portion hereof, request of the Company the Holder shall deliver either promptly return the original of this Warrant for cancellation or promptly certify to the Company that the Warrant has been cancelled or destroyed. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation within a reasonable time of the original of this Warrant after such exercisedelivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the a fully-completed and executed Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission email (with an attachment in PDF format) an acknowledgment of confirmation of receipt of such an Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of such Exercise Notice and received the Extended Exercise Price, if the Holder did not notify the Company in the Exercise Delivery Documents. On or before Notice that the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”)exercise was made pursuant to a Cashless Exercise, the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to the 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days (subject to surrender of the original of this Warrant to the Company for cancellation or certification from the Holder that the original of this Warrant has been cancelled or destroyed) after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the Holder shall only exercise this Warrant for a whole number of shares, and if the Holder exercises this Warrant for a number of shares that includes a fractional share (by reason of Cashless Exercise or otherwise) the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(e)), this Warrant may be exercised by the Holder on any day on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(c)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second (2nd) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”)Notice, the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided the shares of Common Stock which the Holder is entitled to are registered on an effective registration statement or may be sold without any restriction under Rule 144, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise, which may contain a restrictive legend if required to comply with applicable securities laws. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e)6(d) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on at any day time or times on or after the Initial Exercisability Date, in whole or in part (but not as to fractional shares)part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of the event that Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised after delivery of the Warrant Shares in full or for accordance with the remaining unexercised portion terms hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On Notice, so long as the Holder delivers the Aggregate Exercise Price (or before notice of a Cashless Exercise) on or prior to the third second (2nd) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and the Holder may sell the Warrant Shares without restriction or limitation either (I) pursuant to issue Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, 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 or if the Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate representing certificate, registered in the Company’s share register 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. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and (other expenses of than the Company (including overnight delivery chargesHolder’s income taxes) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, however, that the Company shall not be required to pay any tax which may be payable in respect irrespective of any transfer involved in action or inaction by the registration Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any certificates for Warrants in a name other than that of judgment against any Person or any action to enforce the Holder same, or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding any setoff, counterclaim, recoupment, limitation or transferring this Warrant or receiving Warrant Shares upon exercise hereoftermination.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), all or any portion of the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or times on or after the Exercisability Date, Issuance Date (provided that each Warrant must be exercised in whole or and may not be exercised in part (but not as to fractional shares), part) by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “"Exercise Notice”"), of the duly completed and executed by Holder’s , stating Holder's election to exercise this Warrant Warrants and specifying the number of Warrants being exercised and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to for which this a Warrant is then exercisable, multiplied by the number of Warrants being exercised (the “"Aggregate Exercise Price”") in cash or by wire transfer of immediately available funds funds, or if the provisions of Section 1(d) are applicable, (B) by notifying the Company that a “Cash Exercise”) specified number of Warrants represented by this Warrant Certificate are being exercised pursuant to a Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant Certificate in order to effect an exercise hereunder; provided. However, however, that in the event that this Warrant is once all Warrants represented hereunder have been exercised in full or for full, following the remaining unexercised portion hereoffinal exercise thereof, the Holder shall deliver this promptly return the original Warrant Certificate to the Company for cancellation. Execution and delivery of the Exercise Notice with respect to less than all of the Warrants shall have the same effect as cancellation within of the original Warrant Certificate and issuance of a reasonable time after such exercisenew Warrant Certificate evidencing the remaining number of Warrants. If Warrant Shares are to be issued to a person other than the Holder or an affiliate of the Holder, the Holder’s signature must be guaranteed by a financial institution that is a participant in a recognized signature guarantee program. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company’s 's transfer agent for the Common Stock (the “"Transfer Agent”"), if any. The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On Notice, so long as the Holder delivers the Aggregate Exercise Price (or, if applicable, notice of a Cashless Exercise) on or before prior to the third second (2nd) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Notice (the “"Share Delivery Date”") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price is delivered), the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit the aggregate number of Warrant Shares to issue 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, or if there is no Transfer Agent, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's share register in the name of the Holder a certificate representing or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice duly completed and executed by Holder and so long as the Holder delivers the Aggregate Exercise Price (or, if applicable, notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has Warrants have been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares Warrants being acquired upon an exerciseexercised, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and at its own expense, issue a new Warrant Certificate (in accordance with Section 7(e7(c)) representing the right to purchase the number of Warrant Shares purchasable Warrants issuable immediately prior to such exercise under this WarrantWarrant Certificate, less the number of Warrants exercised. No fractional Warrant Shares with respect are to which this be issued upon the exercise of any Warrants, but rather the number of Warrant has been and/or is exercisedShares to be issued shall be rounded down to the nearest whole number and the Company shall refund to Holder in cash the portion of the Exercise Price allocable to the fraction of a Warrant Share not issued. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofWarrants.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f))) and provided that the Vesting Condition has been met, this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, Issuance Date in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to certificate after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the later of (i) the date on which the Company has received the an Exercise Delivery Documents Notice or (ii) the date upon on which the Company has received all of receives the Aggregate Exercise Delivery Documents, the “Exercise Date”)Price, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second (2nd) Trading Day following the later (such later date is referred to herein as the “Delivery Date”) of (i) the date on which the Company has received all of such Exercise Notice or (ii) if the Aggregate Exercise Delivery Documents. On or before Price is not paid by the third Holder within one (1) Trading Day following such exercise as contemplated above in this Section 1(a), the date on which the Company has received all of receives the Aggregate Exercise Delivery Documents (the “Share Delivery Date”)Price, the Company shall cause (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (II) such Warrant Shares are otherwise eligible for resale pursuant to Rule 144 (as defined in the Consulting Agreement), credit such aggregate number of shares of Common Stock 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 either of the immediately preceding clauses (I) or (II) are not satisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e8(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of the Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Initial Exercise Date and on or before the Expiation Date, in whole or in part (but not as to fractional shares), by delivery (iwhether via facsimile, electronic mail or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and Warrant. Within one (ii1) Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds (a “Cash Exercise”) or, if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; , nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required, provided, however, that in the event that of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant surrendered to the Company for cancellation within a reasonable time after such exercise. On or before by the first second (2nd) Trading Day following the date on which the Company has received each of the Exercise Delivery Documents (Notice and, if this Warrant is being exercise pursuant to a Cash Exercise, the date upon which Aggregate Exercise Price. Execution and delivery of the Company has received Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the third (3rd) Trading Day following the date on which the Holder has delivered the applicable Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice, in the form attached to the Exercise Notice, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the Exercise Delivery Documents on or before the second first (1st) Trading Day following the date on which the Company Exercise Notice has received all of been delivered to the Exercise Delivery Documents. On Company, then on or before prior to the third fifth (5th) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall cause (X) if the Warrant Shares have been registered for resale under the Securities Act of 1933, and provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to issue 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 Warrant Shares have not been registered for resale under the Securities Act of 1933 or 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 Exercise Notice, a certificate, registered in the name of the Holder a certificate representing or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such HolderShares, as the case may be, provided that the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) within one (1) Trading Day of delivery of the Exercise Notice. If this Warrant is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three five (5) Trading Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; , provided, however, that the Company shall not be required to pay any tax which may be payable based on the income of the Holder or in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other any tax liability that which may arise as a result be payable based on the income of holding the Holder or transferring this Warrant or receiving in respect of any transfer involved in the registration of any certificates for Warrant Shares upon or Warrants in a name other than that of the Holder or an affiliate thereof. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to an exercise hereofprior to the Holder’s delivery of the Aggregate Exercise Price (or notice of a Cashless Exercise) with respect to such exercise.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f))) and provided that the Vesting Condition has been met, this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, Issuance Date in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to certificate after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the later of (i) the date on which the Company has received the an Exercise Delivery Documents Notice or (ii) the date upon on which the Company has received all of receives the Aggregate Exercise Delivery Documents, the “Exercise Date”)Price, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second (2nd) Trading Day following the later (such later date is referred to herein as the “Delivery Date”) of (i) the date on which the Company has received all of such Exercise Notice or (ii) if the Aggregate Exercise Delivery Documents. On or before Price is not paid by the third Holder within one (1) Trading Day following such exercise as contemplated above in this Section 1(a), the date on which the Company has received all of receives the Aggregate Exercise Delivery Documents (the “Share Delivery Date”)Price, the Company shall cause (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (II) such Warrant Shares are otherwise eligible for resale pursuant to Rule 144 (as defined in the Registration Rights Agreement between the Company and C▇▇▇▇ ▇▇ III, Ltd.), credit such aggregate number of shares of Common Stock 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 either of the immediately preceding clauses (I) or (II) are not satisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e8(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of the Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, Issuance Date in whole or in part (but not as to fractional shares)part, by delivery (iwhether via e-mail, facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”) to the Warrant Agent or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company or the Warrant Agent (or to the Company if the exercise is made pursuant to a Cashless Exercise (as defined in Section 1(d)), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company Warrant Agent of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds (to the account set forth on Schedule A hereto) if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a “Cash Exercise”) Cashless Exercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined in Section 1(d)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining unexercised portion number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate after delivery of the Warrant Shares in accordance with the terms hereof, . The Holder and the Holder Company or the Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company or the Warrant Agent shall deliver this Warrant any objection to any Notice of Exercise form within 2 Business Days of receipt of the Company for cancellation within a reasonable time after such exerciseapplicable Notice of Exercise. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice for a Cashless Exercise, the Company shall transmit by facsimile or e-mail transmission or facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Warrant Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following (A) in the event of a Cashless Exercise, the date on which the Company has received all such Exercise Notice or (B) in the event of an exercise for cash, the Exercise Delivery Documents. On or before the third Trading Day following later of (i) the date on which the Company Warrant Agent has received all of such Exercise Notice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Delivery Documents Price (such date is referred to herein as the “Share Delivery Date”), the Company shall cause shall, (X) provided that (I) the Transfer Agent to issue is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (II) either a registration statement for the issuance to the Holder of the applicable Warrant Shares to be issued pursuant to such Exercise Notice is effective and the prospectus contained therein is usable or such Warrant Shares to be so issued are otherwise freely tradable, cause the Warrant Agent to credit such aggregate number of shares of Common Stock 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 either of the immediately preceding clauses (I) or (II) are not satisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery (A) in the event of a Cashless Exercise, the date on which the Company has received such Exercise NoticeNotice or (B) in the event of an exercise for cash, the later of (i) the date on which the Warrant Agent has received such Exercise Notice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be); provided, however, that if the date of such receipt is a date upon which the Common Stock transfer books of the Company are closed, such Holder shall be deemed to have become the record holder of such Holdershares on, the next succeeding day on which the Common Stock transfer books of the Company are open. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) aboveas defined below). Following exercise as aforesaid, the “Holder shall provide a copy of such Exercise Delivery Documents”)Notice to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP sent via electronic mail to ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ on or prior to the first (1st) Business Day following the date of such Exercise Notice. The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on On or before the second third (3rd) Trading Day following the date on which the Company has received all of such Exercise Notice, so long as the Holder delivers the Aggregate Exercise Delivery Documents. On Price (or before elects a Cashless Exercise) on or prior to the third second (2nd) Trading Day following the date on which the Company has received all of the such Exercise Delivery Documents (the “Share Delivery Date”)Notice, the Company shall cause (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock 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 deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate representing certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if any. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading (3) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. Following the exercise in full of this Warrant, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring deliver this original Warrant or receiving Warrant Shares upon exercise hereofcertificate to the Company.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date (an “Exercise Date”), in whole or in part (but not as to fractional shares)part, by delivery (iwhether via electronic mail or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”as defined herein). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided, however, that in . Execution and delivery of an Exercise Notice with respect to less than all of the event that Warrant Shares shall have the same effect as cancellation of the original of this Warrant is exercised in full or for and issuance of a new Warrant evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the Holder then-remaining Warrant Shares shall deliver have the same effect as cancellation of the original of this Warrant to after delivery of the Company for cancellation within a reasonable time after such exerciseWarrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Notice, the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Delivery Documents form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company , which confirmation shall deliver any objection constitute an instruction to the Transfer Agent to process such Exercise Delivery Documents on Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received all such Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall cause (X) provided that the Transfer Agent to issue to is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, or a similar organization, upon the Holder a certificate representing request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock 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 (“FAST”), upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such exercise. Upon delivery of the an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseexercise and upon surrender of this Warrant to the Company by the Holder, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three Trading two (2) Business Days after any such submission exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and other similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company (including overnight delivery chargesTransfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. Notwithstanding the foregoing, howeverexcept in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise, that the Company Company’s failure to deliver Warrant Shares to the Holder on or prior to the later of (i) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date) and (ii) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Cashless Exercise) (such later date, the “Share Delivery Date”) shall not be required deemed to pay any tax which may be payable a breach of this Warrant. Notwithstanding anything to the contrary contained in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.the Subscription Agreement, after the effective date of the Registration Statement (as defined in the Subscription Agreement), the Company