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 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(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(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(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(g)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Vesting Date, in whole or in part (but not as to fractional shares)part, by (i) delivery to the Company 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 (as defined below) 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 the 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(e)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided. 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 of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. Notwithstanding the foregoing, however, that in the event that if all or any portion of this Warrant is exercised in full or for the remaining unexercised portion hereofcancelled, the Holder shall will promptly deliver this Warrant to the Company upon request (and in exchange for a replacement Warrant in the event of partial cancellation within a reasonable time as provided herein). Promptly, and in any event with in three (3) Trading Days, after such exercise. On or before receipt of fully-completed and executed Exercise Notice, together with the first Trading Day following the date on which the Company has received the Aggregate Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Price if applicable, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). , unless the Company is acting as its own transfer agent, and, further, shall (X) if the Transfer Agent is participating in The Depository Trust Company shall (“DTC”) Fast Automated Securities Transfer Program and the shares of Common Stock to be delivered upon exercise of this Warrant will not be stamped or imprinted with the restricted legend set forth in Section 8(a), 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 the shares of Common Stock to be delivered upon exercise of this Warrant will be stamped or imprinted with the restricted legend set forth in Section 8(a), issue and deliver any objection to the Holder or, at the Holder’s instruction pursuant to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has received all Notice, to any designee of the Holder to whom the Holder is permitted to transfer this Warrant, or any agent thereof, in each case to the address as specified in the applicable Exercise Delivery Documents. On or before Notice, a certificate, registered in the third Trading Day following Company’s share register in the date on which the Company has received all name of the Holder or such designee (as indicated in the applicable Exercise Delivery Documents (the “Share Delivery Date”Notice), the Company shall cause the Transfer Agent to issue to the Holder a certificate representing for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the executed Exercise NoticeNotice and payment of the Aggregate Exercise Price if applicable, 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). No fractional shares of Common Stock are to such Holder. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and be issued upon 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 but rather the Company shall not number of shares of Common Stock to 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 issued 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 hereofrounded up to the nearest whole number.

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(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 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 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(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(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(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(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 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 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(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 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 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 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 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 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(g)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Vesting Date, in whole or in part (but not as to fractional shares)part, by (i) delivery to the Company 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 (as defined below) 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 the 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(e)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided. 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 of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. Notwithstanding the foregoing, however, that in the event that if all or any portion of this Warrant is exercised in full or for the remaining unexercised portion hereofcancelled, the Holder shall will promptly deliver this Warrant to the Company upon request (and in exchange for a replacement Warrant in the event of partial cancellation within a reasonable time as provided herein). Promptly, and in any event with in three (3) Trading Days, after such exercise. On or before receipt of fully-completed and executed Exercise Notice, together with the first Trading Day following the date on which the Company has received the Aggregate Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Price if applicable, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). , unless the Company is acting as its own transfer agent, and, further, shall (X) if the Transfer Agent is participating in The Depository Trust Company shall (“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 any objection to the Holder or, at the Holder’s instruction pursuant to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has received all Notice, to any designee of the Holder to whom the Holder is permitted to transfer this Warrant, or any agent thereof, in each case to the address as specified in the applicable Exercise Delivery Documents. On or before Notice, a certificate, registered in the third Trading Day following Company’s share register in the date on which the Company has received all name of the Holder or such designee (as indicated in the applicable Exercise Delivery Documents (the “Share Delivery Date”Notice), the Company shall cause the Transfer Agent to issue to the Holder a certificate representing for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the executed Exercise NoticeNotice and payment of the Aggregate Exercise Price if applicable, 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 Holder may surrender this Warrant to the Company, whereupon the Company shall as soon as practicable and promptly, but in no event later than three Trading Days 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 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; provided, however, that but rather the Company shall not number of shares of Common Stock to 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 issued 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 hereofrounded up to the nearest whole number.

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))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(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))) 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(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 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)), 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(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(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(c))hereof, 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)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) provided the conditions for cashless exercise set forth in Section 1(d) are satisfied, 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 Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (collectively, the "Exercise Delivery Documents, the “Exercise Date”"), the Company shall transmit by facsimile or e-electronic mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and Continental Stock Transfer & Trust Company (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 (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 is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, 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 (“DWAC”) system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or the Holder does not request delivery of the Warrant Shares via DWAC, 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. 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 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 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 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)9), 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 noticenotice (including via email or fax), in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant to the Company and the Warrant Agent, and (ii) if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(c) of this Warrant, payment to the Company or the Warrant Agent 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, provided that in the event that of an exercise of this Warrant is exercised in full or for the remaining unexercised portion hereofall Warrant Shares then issuable hereunder, the Holder shall deliver surrender this Warrant to the Company for cancellation within a reasonable time after such exerciseWarrant Agent by the second (2nd) Trading Day following the Share Delivery Date (as defined below). 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 email or facsimile or e-mail transmission an acknowledgment acknowledgement of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Warrant Agent. No ink original or medallion guarantee shall be required on any Exercise Notice. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by 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 by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrant), and otherwise by physical delivery of a certificate or copy of book-entry form representing such 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 to the address specified by the Holder in the Notice of Exercise, by the date that is the earlier of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the 727232871 18565417 Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Share Delivery Date”), provided that, except in the case of a cashless exercise of the Warrant, the Company or the Warrant Agent shall have received the aggregate Exercise Price payable by the Holder for the Warrant Shares purchased hereunder on or prior to the applicable Share Delivery Date. If the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to this Section 1(a) by the Share Delivery Date, then the Holder will have the right to rescind such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. Upon delivery of the Exercise Notice, so long as the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the Warrant Agent on or before the first (1st) Trading Day following 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 such Warrant Shares to such are issued and deposited into the Holder’s account with the Transfer Agent. 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 Warrant Agent shall as soon as practicable and in no event later than three two (2) Trading Days after any such submission exercise and at its the Company’s own expense, issue a new Warrant (in accordance with Section 7(e8(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 or book-entry notation 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))) 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(i)), 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(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 to the Warrant Agent of a duly executed 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 Warrant Agent 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 Warrant Agent 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 Warrant Agent and the Company shall have no liability to the Holder for honoring a non-medallion guaranteed Exercise Notice that the Warrant Agent or 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 (or notice of a Cashless Exercise) to the date upon which Warrant Agent (for purposes of this Warrant, if an Exercise Notice is delivered to the Company has received all Warrant Agent on a day that is not a Trading Day, such Exercise Notice shall be deemed to have been delivered on the first Trading Day following the day of the Exercise Delivery Documents, the “Exercise Date”actual delivery), the Company Warrant Agent 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 to the Warrant Agent (or before notice of a Cashless Exercise to the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents Company) (the a “Share Delivery Date”), the Warrant Agent shall (X) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company shall (“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, cause the aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to be transmitted by Transfer Agent to the Holder by crediting 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 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 representation that such Warrant Shares have been sold pursuant to such registration statement, cause the Transfer Agent to (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 a certificate representing 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 Warrant Agent and 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. If the materials discussed in this Section 1(a) are received or deemed to be received after the Expiration Date, however, that the Exercise Notice (or notice of a Cashless Exercise) will be null and void and any funds delivered to the Company shall not will be required returned to pay the Holder, as soon as practicable. In no event will interest accrue on any tax which may be payable funds deposited with the Company or its warrant agent in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that an exercise or attempted exercise 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(e)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Issuance Date (an “Exercise Date”) on or prior to 4:00 p.m., Toronto time, on such date, in whole or in part (but not as to fractional shares)part, by delivery (iwhether via facsimile, e-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. For greater certainty, an Exercise Notice received by the Company after 4:00 p.m., Toronto time, shall be deemed to have been received on the following Trading Day. Within one (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”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”)funds. The Holder shall not be required to surrender deliver the original of this Warrant Certificate 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-electronic mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents a treasury direction to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection , to issue the Common Shares in accordance with the registration instructions in the Exercise Delivery Documents on Notice. 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 Notice, the Company has received all of the Exercise Delivery Documents shall either (the i) at any time on or after August 1, 2021 (each, an “Share Delivery Canadian Resale Eligibility Date”), the Company shall cause provided that the Transfer Agent to issue to the Holder a certificate representing the is participating in The Canadian Depository for Securities (“CDS”), credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exerciseExercise Notice (the “Applicable Warrant Shares”) to the Holder’s or its designee’s balance account with CDS (each such issuance and delivery of Applicable Warrant Shares pursuant to this clause (i), an “Electronic Share Issuance”) or (ii) otherwise, to issue and deliver (via reputable overnight courier) to the address as specified in the applicable Exercise Notice a certificate, registered in the name of the Holder (or its designee), for such Applicable Warrant Shares (each such issuance and delivery of Applicable Warrant Shares pursuant to this clause (ii), a “Certificated Share Issuance”, and together with each Electronic Share Issuance, each, a “Share Issuance”). Notwithstanding the foregoing, (I) whether or not the Applicable Warrant Shares are eligible for an Electronic Share Issuance, if the Buyer elects to effect such applicable Share Issuance pursuant to a Certificated Share Issuance in such Exercise Notice, such Share Issuance shall be consummated as a Certificated Share Issuance and (II) if such Applicable Warrant Shares are eligible to be delivered pursuant to CDS in accordance with clause (i) of this Section 1(a), the Company shall cause the Applicable Warrant Shares to be delivered to the Holder (or its designee) in accordance with the election of the Holder as set forth in such Exercise Notice (or, in the absence of any such election or an election to deliver as a Certificated Share Issuance, such Applicable Warrant Shares shall be delivered to the Holder (or its designee) in accordance with clause (i) of this Section 1(a) above). Upon delivery receipt 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 account with CDS or the date of delivery of the certificates evidencing such Warrant Shares to such Holder(as the case may be). If this Warrant Certificate is submitted in connection with any exercise Exercise Notice, pursuant to this Section 1(a) ), and the number of Warrant Shares represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseexercise and upon surrender of this Warrant Certificate 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 Certificate (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 WarrantWarrant Certificate, less the number of Warrant Shares with respect to which this Warrant has been and/or Certificate 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 may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided. Notwithstanding the foregoing, howeverthe Company’s failure to issue and deliver Warrant Shares to the Holder on or prior to the later of (A) two (2) Trading Days after receipt of the applicable Exercise Notice and (B) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (such later date, that the Company “Share Delivery Date”) shall not be required deemed to pay any tax which may be payable in respect a breach of any transfer involved in this Warrant. In addition, notwithstanding the registration foregoing, the Company’s failure to issue and deliver Warrant Shares by way of any certificates for Warrants in a name other than that an Electronic Share Issuance via CDS by the Share Delivery Date, if due to the failure of the Holder or an affiliate thereof. The Holder to provide a Deposit ID valid on such date of issuance shall not be responsible for all other tax liability that may arise as deemed to be a result breach of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereofand shall not constitute a Delivery Failure (as defined below).

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

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 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 (i) the second Trading third (3rd) Business Day following the date on which the Company has received all of the receives an Exercise Delivery Documents. On Notice for a valid Cashless Exercise or before (ii) the third Trading (3rd) Business Day following the date on which the Company has received all of receives the Aggregate Exercise Delivery Documents Price if the Warrant is not being exercised pursuant to a valid Cashless Exercise (the “Warrant Share Delivery Date”), the Company shall cause (X) provided that (i) such Warrant Shares do not require the placement of any legends restricting the transfer of such Warrant Shares pursuant to Section 2(g) of the Purchase Agreement and (ii) 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, (ii) such Warrant Shares require the placement of legends restricting the transfer of such Warrant Shares as required by Section 2(g) of the Purchase Agreement and/or (iii) a Registration Statement (as defined in the Purchase Agreement) is not effective for the resale by the Holder of such Warrant Shares and such Warrant Shares cannot be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144, 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 (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, which certificate shall, in the case of subclause (Y)(ii) or (iii), bear a legend in accordance with Section 2(g) of the Purchase Agreement. If the Company fails for any reason to deliver to the Holder certificates evidencing the Warrant Shares subject to a proper Notice of Exercise and payment by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $7.50 per Trading Day (increasing to $15.00 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such certificates are delivered or Holder rescinds such exercise. Upon delivery of the Aggregate Exercise NoticePrice (or the Exercise Notice if the Warrant is being exercised pursuant to a valid 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 evidencing such Warrant Shares, as the case may be. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share. The Company shall pay any and all transfer taxes and transfer agent fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. For purposes of clarification, unless required pursuant to such Holderindustry standard stock transfer procedures, the Transfer Agent shall not require the Holder to obtain a medallion guaranty, notary attestation or any similar deliverable in order to effectuate an exercise of all or a portion of this Warrant. If Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. However, 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 five (5) 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. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall pay deliver any objection to any Exercise Notice within one (1) Business Day of receipt of such notice. The Holder and all taxes any assignee, by acceptance of this Warrant, acknowledge and other expenses agree that, by reason of the Company (including overnight delivery charges) that may be payable with respect to provisions of this paragraph, following the issuance and delivery purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay available for purchase hereunder at any tax which given time may be payable in respect of any transfer involved in less than the registration of any certificates for Warrants in a name other than that of amount stated on 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 face hereof.

Mechanics of Exercise. (a) Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c))hereof, this Warrant may shall be automatically exercised by the Holder on any day on or after the Exercisability each Tranche Notice Date, in whole or in part part. Within one (but not as to fractional shares)1) Trading Day following such Tranche Notice Date and automatic exercise, by Holder shall (i) delivery of deliver, for record keeping purposes, a written noticenotice to the Company, in the form attached hereto as Exhibit A Appendix 1 (the “Exercise Notice”Notice”)(it being understood and agreed that the delivery of an Exercise Notice shall not be a condition to the automatic exercise of this Warrant), of the Holder’s election to exercise this Warrant and (ii) 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”) ), which payment shall be made, at the option of the Holder, in cash or by wire transfer of immediately available funds funds, by the issuance and delivery of a recourse promissory note substantially in the form attached as Exhibit G to the Purchase Agreement (each, a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery DocumentsRecourse Note”), or, if applicable and permitted by Section 1.4, by cashless exercise pursuant to Section 1.4. 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 certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining unexercised portion hereof, number of Warrant Shares. (b) On 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 immediately 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 an electronic copy of its share issuance instructions to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”) (which such electronic transmissions shall comply with the notice provisions of Section 6.2 of the Purchase Agreement). The Company , and shall deliver any objection instruct, authorize and cause the Transfer Agent to credit an aggregate number of freely tradable Warrant Shares pursuant to such exercise to the Exercise Delivery Documents Holder’s or its designee’s balance account with The Depository Trust Company (DTC) through the Fast Automated Securities Transfer (FAST) Program through its Deposit/Withdrawal at Custodian (DWAC) system, with such credit to occur no later than 12:00 p.m. New York City time 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 Exercise Delivery Date, time being of the essence; provided, however, that if the Warrant Shares are not credited as DWAC Shares by 5:00 p.m. New York City time on which the Company has received all of Trading Day following the Exercise Delivery Documents (Date, then the “Share Delivery Date”), the Company shall cause the Transfer Agent to issue Tranche Closing Date applicable to the Holder a certificate representing the number Exercise Notice shall be extended by one (1) Trading Day for each Trading Day that timely credit of Warrant DWAC Shares to which the Holder is entitled pursuant to such exercisenot made. Upon delivery automatic exercise of the Exercise Noticeany portion of this Warrant, 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 certificate(s) evidencing the Warrant Shares to such Holder. (as the case may be). (c) If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) 1.1 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 Company, upon the request of the Holder, shall as soon as practicable and in no event later than three (3) Trading Days after any such submission exercise and return of the previously issued Warrant, at its own expense, 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. 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 February 15, 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 Vested Shares may be exercised by the Holder on any day on or after the Exercisability DateVesting Date for the particular number of Warrant Shares that are vested, in whole or in part (but not as to fractional shares)part, by (i) delivery to the Company 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 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 the 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 make an exercise hereunder; provided. 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 of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. Notwithstanding the foregoing, however, that in the event that if all or any portion of this Warrant is exercised in full or for the remaining unexercised portion hereofcancelled, the Holder shall will promptly deliver this Warrant to the Company upon request (and in exchange for a replacement Warrant in the event of partial cancellation within as provided herein). Promptly after receipt of a reasonable time after such exercise. On or before fully-completed and executed Exercise Notice, together with the first Trading Day following the date on which the Company has received the Aggregate Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Price if applicable, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice, in the 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 arrange the Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has received all issuance 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 by book entry, certificate delivery or DTC Fast Automated Securities Transfer Program, as determined by the Holder is entitled pursuant to such exerciseCompany. Upon delivery of the executed Exercise NoticeNotice and payment of the Aggregate Exercise Price if applicable, 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 the Holder may surrender this Warrant to the Company, whereupon the Company shall as soon as practicable promptly issue and in no event later than three Trading Days after any such submission and at deliver to the Holder (or its own expense, issue designee) a new Warrant (in accordance with Section 7(e4(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; provided, however, that but rather the Company shall not number of shares of Common Stock to 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 issued 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 hereofrounded up to the nearest whole number.

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 (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) Business Day following an exercise of this Warrant and (ii) as aforesaid, the Holder shall deliver payment to the Company Issuer 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 Issuer 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 Issuer has received the an Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery DocumentsNotice, the “Exercise Date”), the Company Issuer 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 CompanyIssuer’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 first (1st) Trading Day following the date on which the Company Issuer 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 Issuer shall cause the Transfer Agent to issue deliver to the Holder a certificate certificate, which may be in electronic form (or in the case of uncertificated securities, provide notice of book entry) representing the number of Warrant Shares 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 in the Issuer's books and records 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 Issuer by the Holder, then then, at the Company request of the Holder, the Issuer shall as soon as practicable and in no event later than three two (2) 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 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 Class A Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Class A Common Stock shall be rounded up to the nearest whole number. The Company Issuer 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 Issuer’s failure to cause its transfer agent to transmit Warrant Shares to the Holder on or prior to the later of (i) one (1) Trading Day after receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the Exchange 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 Issuer’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 be a breach of this Warrant. If the Issuer fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Issuer shall pay any tax which may be payable to the Holder, in respect cash, as liquidated damages and not as a penalty, for each $1,000 of any transfer involved in Warrant Shares subject to such exercise (based on the registration of any certificates for Warrants in a name other than that VWAP of the Holder or an affiliate thereof. The Holder shall be responsible Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date) for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving each Trading Day after such Share Delivery Date until such Warrant Shares upon exercise hereofare delivered or Holder rescinds 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 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)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 Warrant, completed and duly signed and (ii) (x) if both (A) the Holder is not electing a Cashless Exercise (as defined in Section 1(d)) pursuant to Section 1(d) of this Warrant and (B) a registration statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”), is effective and available for the issuance of the Warrant Shares, or an exemption from registration under the Securities Act is available for the issuance of the Warrant Shares, 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 pursuant to the terms hereof, or (y) by notifying the Company pursuant to the Exercise Notice that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The date on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Cash Exercise”Exercise Date.” If the Holder is not electing a Cashless Exercise (as defined in Section 1 (d)), on or before first (1st) Business Day following the delivery of the Exercise Notice (the items under (i) and (ii) above“Payment Deadline”), the “Holder shall make payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Share Delivery Documents”)Date (as defined below) shall be delayed on a day-for-day basis for each day after the Payment Deadline that such payment of the Exercise Price is not paid. The Holder shall not be required to surrender this deliver the original Warrant in order to effect an exercise hereunder; provided, however, provided 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 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 each of the Exercise Notice and, if this Warrant is being exercised pursuant to a Cash Exercise, the Aggregate Exercise Price. Execution and delivery of the Exercise Notice with respect to less than all of the Exercise Delivery DocumentsWarrant 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 Trading first (1st) Business Day following the date on which the Company has received all the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice to the Holder and the Company's transfer agent (the “"Transfer Agent"). On or before the third (3rd) Business Day following the Exercise Date (as it may be delayed as provided above, 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 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 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 NoticeNotice if the Holder is electing a Cashless Exercise (as defined in Section 1(d)), or upon payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised if the Holder is not electing a Cashless Exercise (as defined 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 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 five Business Days after any such submission exercise and receipt of this Warrant 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 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 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 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.

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 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 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 Execution 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 an Exercise Notice, the Holder shall be deemed for Notice with respect to less than all corporate purposes to have become the holder of record of the Warrant Shares with respect to which shall have the same effect as cancellation of the original of this Warrant has been exercised, irrespective certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the date then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate after delivery of the Warrant Shares to such Holderin accordance with the terms hereof. 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 is exercised. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of 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 to the address specified by the Holder in the Exercise Notice by the date that is the latest of (i) two (2) Trading Days after the delivery to the Company of the Exercise Notice, or (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company. Upon delivery of 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 and/or is 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). No fractional Ordinary Shares are to be issued upon the exercise of this Warrant, but rather the number of Ordinary 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 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 (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)). 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(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” and such date of exercise, the “Exercise Date”), 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-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 Date), the Company shall (i) after the Resale Eligibility Date and provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Exercise Delivery Documents. On or before the third Trading Day following the date on Holder, credit such aggregate number of shares of Common Stock to which the Company has received all 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, which balance account the Holder shall designate in the applicable Exercise Notice or (ii) prior to the Resale Eligibility Date or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and send (via reputable overnight courier) to the address as specified in the Exercise Delivery Documents (Notice, a certificate, registered in the “Share Delivery 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 anything to the contrary contained in this Warrant, after the Resale Eligibility Date”), the Company shall cause the Transfer Agent to issue deliver unlegended shares of Common Stock to the Holder a certificate representing the number (or its designee) in connection with any sale of Warrant Shares to for which the Holder is entitled pursuant to such exercisehas not yet settled. 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 physically surrendered 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 (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, if any fractional share of Common Stock would otherwise become issuable upon an exercise of this Warrant, 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, stamp, issuance and similar taxes (except to the extent that such tax is in respect of the Holder’s instructions to issue Warrant Shares to a Person other than the Holder), costs and other 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 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 Cashless Exercise) (such later date, the “Share Delivery Deadline”) 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 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 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(f))) and in Section 4.19 of the Purchase Agreement, 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 e-mail) delivery to the Company 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 shall, (X) provided that the Investor Warrant Shares are subject to an effective registration statement (or, subject to Article IV of the Purchaser Agreement regarding the removal of legends, 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 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(g)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Vesting Date, in whole or in part (but not as to fractional shares)part, by (i) delivery to the Company 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 (as defined below) 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 the 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(e)). The Holder shall not be required to surrender deliver the original of this Warrant in order to effect an exercise hereunder; provided. 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 of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. Notwithstanding the foregoing, however, that in the event that if all or any portion of this Warrant is exercised in full or for the remaining unexercised portion hereofcancelled, the Holder shall will promptly deliver this Warrant to the Company upon request (and in exchange for a replacement Warrant in the event of partial cancellation within a reasonable time as provided herein). Promptly, and in any event with in three (3) Trading Days, after such exercise. On or before receipt of fully-completed and executed Exercise Notice, together with the first Trading Day following the date on which the Company has received the Aggregate Exercise Delivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”)Price if applicable, the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). , and, further, shall (X) if the Transfer Agent is participating in The Depository Trust Company shall (“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 any objection to the Holder or, at the Holder’s instruction pursuant to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has received all Notice, to any designee of the Holder to whom the Holder is permitted to transfer this Warrant, or any agent thereof, in each case to the address as specified in the applicable Exercise Delivery Documents. On or before Notice, a certificate, registered in the third Trading Day following Company’s share register in the date on which the Company has received all name of the Holder or such designee (as indicated in the applicable Exercise Delivery Documents (the “Share Delivery Date”Notice), the Company shall cause the Transfer Agent to issue to the Holder a certificate representing for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the executed Exercise NoticeNotice and payment of the Aggregate Exercise Price if applicable, 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 Holder may surrender this Warrant to the Company, whereupon the Company shall as soon as practicable and promptly, but in no event later than three Trading Days 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(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. 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; provided, however, that but rather the Company shall not number of shares of Common Stock to 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 issued 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 hereofrounded up to the nearest whole number.

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 hereof, 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, email, or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), by submitting information including the then-applicable Exercise Price, number of Warrant Shares purchased equal to or lower than the Holder’s election to then-applicable number of Warrant Shares and the FMV Exercise Information. 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 exercised (the “was so Aggregate Exercise Price”) in cash or wire transfer Price funds if, subject to the provisions of immediately available funds (a “Cash Exercise”) (the items under (i) and (ii) aboveSection 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 (1st) 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 instruct 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 exerciseexercise and to, at the sole direction of the Holder pursuant to the Exercise Notice, hold such Warrant Shares in electronic form at the Transfer Agent registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), or 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, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice). 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 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 (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 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 will from time to time promptly pay any and all taxes and other expenses of the Company (including overnight delivery charges) charges that may be payable with imposed upon the Company in respect to of the issuance and or delivery of Warrant Shares upon the exercise of this Warrant; provided, however, 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(c(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 noticenotice to the Warrant Agent, 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 the Warrant and (ii) Agent’s receipt of a Notice of Exercise for this Warrant 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 (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Warrant Agent 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. If a Notice of Exercise is submitted by anyone other than the holder of record, howeveror by a registered broker dealer on behalf of a client, that in such Notice of Exercise shall be accompanied by a medallion guarantee. 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 third (3rd) Trading Day following the date on which the Company has received the such 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 to the Holder and (X) provided that the Company’s transfer agent for the Common Stock (the “Transfer Agent”). ) is participating in The Depository Trust Company shall (“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 any objection to the Holder or, at the Holder’s instruction pursuant to the Exercise Delivery Documents on Notice, the Holder’s agent or before designee, in each case, sent by reputable overnight courier to the second Trading Day following address as specified in the date on which applicable Exercise Notice, a certificate, registered in the Company has received all Company’s share register in the name of the Holder or its designee (as indicated in 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”Notice), the Company shall cause the Transfer Agent to issue to the Holder a certificate representing 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 delivery to the Warrant Agent of the Warrant Certificate, 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, cause the Warrant Agent to issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(e)5) 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, 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.