Common use of Mechanics of Exercise Clause in Contracts

Mechanics of Exercise. This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant and the Notice of Exercise attached hereto as Exhibit A duly completed and executed on behalf of the holder hereof, at the principal office of the Company together with payment in full of the Warrant Price then in effect (or an election in the Notice of Exercise to net exercise) with respect to the number of shares of Warrant Stock as to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder at any time or times on or after the Initial Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, at by notifying the principal office Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Company together Exercise Notice with payment in full respect to less than all of the Warrant Price then in Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of an election 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. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Company has received the Exercise Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and either (A) the issuance of the Warrant Shares subject to the Exercise Notice is registered under the 1933 Act on an effective and available registration statement, (B) this Warrant is being exercised via Cashless Exercise or (C) such Warrant Shares may be resold by the Holder pursuant to a Permitted Securities Transaction, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) otherwise, issue and dispatch by overnight courier to the address as specified in the Notice Exercise Notice, a certificate, registered in the Company’s share register in the name of Exercise the Holder or its designee, for the number of Warrant Shares to net which the Holder is entitled pursuant to such exercise) . The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the number of shares issuance of Warrant Stock as to which Shares via DTC, if any. Upon delivery of the Warrant is being exercised. This Warrant 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 immediately prior exercised, irrespective of the date such Warrant Shares are credited to the close of business on Holder’s DTC account or the date of its surrender delivery of the certificates evidencing such Warrant Shares, 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 provided above, soon as practicable and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within in no event later than three (3) days Trading Days after such date, the Company any exercise and at its expense shall cause own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveShares to be issued shall be rounded up to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay any and all taxes (other than the Holder’s income taxes) which may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue thereofand 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. In If the event that Holder exercises this Warrant (other than by Cashless Exercise) at a time when either (I) the issuance of the Warrant Shares subject to the Exercise Notice is exercised in partnot registered under the 1933 Act on an effective and available registration statement or (II) the Holder may not sell the such Warrant Shares pursuant to a Permitted Securities Transaction, the Company at its expense will execute and deliver then any certificate representing such Warrant Shares may contain a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedrestrictive legend.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(d)), this Warrant may be exercised by the holder hereofHolder on any day on or after the Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) if both (A) the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(c) 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 wire transfer of immediately available funds (a “Cash Exercise”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder, provided that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is surrendered to the Company by the second (2nd) 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 (the “Exercise Delivery Documents”). On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Delivery Documents, the Company shall transmit by email or facsimile 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 first (1st) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. In the event of any discrepancy or dispute, the records of the Company shall be controlling and determinative in the absence of manifest error. On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice duly completed and executed on behalf by the Holder, and in the case of a Cash Exercise, the Aggregate Exercise Price (the “Share Delivery Date”), the Company shall, upon the request of the holder hereofHolder, at instruct the principal office Transfer Agent to 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 Company together with payment in full of the Warrant Price then in effect (Holder or an election in the Notice of Exercise to net exercise) with respect to its designee, for the number of shares of Warrant Common Stock as to which the Warrant Holder is being exercisedentitled pursuant to such exercise. This Warrant Upon delivery of the Exercise Delivery Documents and surrender 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 exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. 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 five (5) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the close number of business Warrant Shares with respect to which this Warrant is exercised. The Company shall pay any and all taxes 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 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. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder certificates representing the Warrant Shares or to credit the Holder’s balance account with The Depository Trust Company for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise pursuant to an exercise on or before the Share Delivery Date, and if after such date the Holder purchases (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall within five (5) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate and to issue such Warrant Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Weighted Average Price of a share of Common Stock on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

Mechanics of Exercise. This Warrant Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c) and Section 4), this Option may be exercised by the holder hereofPurchaser at any time or times on or after the Effective Date, in whole or in part, subject to Section 1(c), by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A (the "Exercise Notice"), duly completed and executed on behalf of the holder hereofby Purchaser, at the principal office of the Company together with payment in full of the Warrant Price then in effect (or an stating Purchaser's election in the Notice of Exercise to net exercise) with respect to exercise this Option, the number of shares of Warrant Series A Preferred Stock as being tendered in exchange for LifeMap Shares upon exercise of this Option, and the number of LifeMap Shares being issued upon such exchange, and (ii) delivery of shares of Series A Preferred Stock, endorsed in blank, to the Company to be exchange for LifeMap Shares at the Exchange Ratio then in effect. On or before the first (1st) Trading Day following the date on which the Warrant is being exercisedCompany has received the Exercise Notice and shares of Series A Preferred Stock, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Purchaser and the transfer agent of the LifeMap Shares (the "Transfer Agent"), if any. This Warrant shall be deemed to have been exercised immediately On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Purchaser delivers a number of shares of Series A Preferred Stock sufficient for such exercise at the Exchange Ratio (the “Aggregate Option Exchange Shares”) on or prior to the close of business on second (2nd) Trading Day following the date of its surrender for exercise as on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided above, and that if the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days after Aggregate Option Exchange Shares have not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Option Exchange Shares are delivered), the Company at its expense 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 LifeMap Shares to be issued and delivered which the Purchaser is entitled pursuant to such exercise to the person Purchaser's or persons entitled its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or if there is no Transfer Agent, issue and dispatch by overnight courier to receive the same address as specified in the Exercise Notice, a certificate certificate, registered in the name of the Purchaser or certificates its designee, for the number of full shares of Warrant Stock issuable upon LifeMap Shares to which the Purchaser is entitled pursuant to such exercise, together with cash in lieu of any fraction of a share as provided above. The shares Company shall be responsible for all fees and expenses of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid the Transfer Agent and nonassessable, all fees and free from all preemptive rights, taxes, liens and charges expenses with respect to the issue thereoftransfer of LifeMap Shares to the Purchaser, if any. In No fractional LifeMap Shares are to be issued upon the event that exercise of this Warrant is exercised in partOption, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for but rather the number of shares for LifeMap Shares to be issued shall be rounded down to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the transfer of LifeMap Shares to the Purchaser upon exercise of this Warrant may then be exercisedOption.

Mechanics of Exercise. This Subject to the terms and conditions hereof, this Warrant may be exercised by the holder hereofHolder 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 partpart (but not as to fractional shares), by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly A, appropriately completed and executed on behalf duly signed (the “Exercise Notice”), of the holder hereofHolder’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, at the principal office of payment to the Company together with payment in full of an amount equal to the Warrant Exercise Price then in effect (or an election in the Notice of Exercise to net exercise) with respect to multiplied by the number of shares of Warrant Stock Shares as to which the this Warrant is being exercised. This Warrant shall be deemed to have been exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately prior to available funds (the close of business on the date of its surrender for exercise as provided items under (i) and (ii) above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as “Exercise Delivery Documents”). Upon receipt of the close of business on such date. Within three (3) days after such dateExercise Delivery Documents, the Company at its expense shall promptly issue and deliver, or cause to be issued and delivered delivered, to the person or persons entitled to receive the same Holder a certificate or certificates for the number of full shares of Warrant Stock Shares issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares 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 as of the date on which the Holder shall have delivered the Exercise Delivery Documents to the Company. If this Warrant is exercised such that the number of Warrant Stock issuable Shares being acquired upon such exercise hereof shallis less than the number of Warrant Shares represented by this Warrant, upon their issuancethen the Company shall as soon as practicable after any such submission, issue a new Warrant (in accordance with Section 7(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 exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issue 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. In the event The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedWarrant.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(e)), this Warrant may be exercised by the holder hereofHolder at any time or times during the Exercisability Period, in whole or in part, by delivery (whether via electronic mail or otherwise) of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereof, at Holder’s election to exercise this Warrant. Within one (1) Trading Day following the principal office delivery of the Exercise Notice, the Holder shall make payment to the Company together with payment of an amount equal to the Exercise Price in full effect on the date of such exercise, as applicable to the exercise of the Warrant Price then Shares or the Pre-Funded Warrants, multiplied by the number of Warrant Shares or Pre-Funded Warrants as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds, or, if the provisions of Section 1(c) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(c)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or an election in the Notice other type of Exercise to net exerciseguarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares or Pre-Funded Warrants 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 or Pre-Funded Warrants and the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares or Pre-Funded Warrants 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 five (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 Holder has delivered the applicable Exercise Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice, to the Holder and the Company’s transfer agent (the “Transfer Agent”). So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, as applicable) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of shares Trading Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise, as applicable) on or prior to the 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, as applicable) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Shares or Pre-Funded Warrants pursuant to this Section 1(a), the “Delivery Date”), the Company shall, (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 Stock as Shares or Pre-Funded 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 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, as elected by the Holder, a certificate 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 or Pre-Funded Warrants to which the Holder is being exercisedentitled pursuant to such exercise. This 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 or Pre-Funded Warrants via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed solely for purposes of Regulation SHO to have become the holder of record and beneficial owner of the Warrant Shares or Pre-Funded Warrants with respect to which this Warrant has been exercised immediately exercised, irrespective of the date such Warrant Shares or Pre-Funded Warrants are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares or Pre-Funded Warrants, as the case may be, provided that payment of the Aggregate Exercise Price (other than in the case of a Cashless Exercise) is received on or prior to the close of business on first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company. If this Warrant is physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of its surrender Warrant Shares or Pre-Funded Warrants represented by this Warrant submitted for exercise is greater than the number of Warrant Shares or Pre-Funded Warrants being acquired upon an exercise, then the Company shall as provided above, soon as practicable and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within in no event later than three (3) days Trading Days after such date, the Company any exercise and at its expense shall cause own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares or Pre-Funded Warrants issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares or Pre-Funded Warrants with respect to which this Warrant is exercised. No fractional Warrant Shares or Pre-Funded Warrants are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveShares or Pre-Funded Warrants to be issued shall be rounded down to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shallCompany shall pay any and all transfer, upon their issuancestamp, be validly issued, fully paid issuance and nonassessable, and free from all preemptive rights, similar taxes, liens costs and charges expenses (including, without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Shares or Pre-Funded Warrants upon exercise of this Warrant. The Company’s obligations to issue thereof. In and deliver Warrant Shares or Pre-Funded Warrants in accordance with the event that this Warrant is exercised in partterms 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 at its expense will execute and shall not be required to deliver a new Warrant Shares or Pre-Funded Warrants with respect to an exercise prior to the Holder’s delivery of like tenor exercisable for the number of shares for which this Warrant may then be exercisedAggregate Exercise Price with respect to such exercise.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 9), this Warrant may be exercised by the holder hereofHolder on any day on or after the Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice (including via email or fax), in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant to the Company and the Warrant Agent, at and (ii) if the principal office 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 Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder, provided that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, the Holder shall surrender this Warrant to the Warrant 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 Notice, the Company shall transmit by email or facsimile an acknowledgement of confirmation of receipt of the Exercise Notice to the Holder and the Warrant Agent. No ink original or medallion guarantee shall be required on any Exercise Notice. The Company together shall cause the Warrant Shares purchased hereunder to be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with payment The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in full such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Price then 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 effect (the Company’s share register in the name of the Holder or an election 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 EXHIBIT 10.3 Standard Settlement Period after the delivery to net 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 such Warrant Shares 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 Warrant Agent shall as soon as practicable and in no event later than two (2) Trading Days after any exercise and at the Company’s own expense, issue a new Warrant (in accordance with Section 8(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 is exercised. The Company shall pay any and all taxes that may be payable with respect to the number of shares issuance and delivery of Warrant Stock as 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 is being exercisedShares or Warrants in a name other than that of the Holder or an affiliate thereof. This Warrant The Holder shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated responsible for all purposes other tax liability that may arise as the holder a result of such shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that transferring this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedWarrant.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(e)), this Warrant may be exercised by the holder hereofHolder on any day on or after the Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice to the surrender principal office of this American Stock Transfer & Trust Company, LLC (the “Warrant and Agent”), in substantially the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), or at such other office or agency as the Warrant Agent may designate, of the Holder’s election to exercise this Warrant and (ii) if both (A) the Holder is not electing a Cashless Exercise (as defined below) 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 wire transfer of immediately available funds (a “Cash Exercise”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder, provided that this Warrant is surrendered to the Company by the third 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 (the “Exercise Delivery Documents”). The Warrant Agent shall deliver any objection to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Warrant Agent has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Warrant Agent has received all of the Exercise Delivery Documents and after the Warrant Agent shall have received this Warrant (the “Share Delivery Date”), the Warrant Agent shall, (X) provided that the Warrant Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y), if the Warrant 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 or its designee, for the number of Ordinary Shares to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents and surrender of this Warrant, the Holder shall be deemed for all corporate purposes to have become the holder hereofof 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. 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 five Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the principal office 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 pay any and all taxes and other expenses of the Company together with payment in full of the Warrant Price then in effect (or an election in the Notice of Exercise to net exerciseincluding overnight delivery charges) that may be payable with respect to the number of shares issuance and delivery of Warrant Stock as 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 is being exercisedShares or Warrants in a name other than that of the Holder or an affiliate thereof. This Warrant The Holder shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated responsible for all purposes other tax liability that may arise as the holder a result of such shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause to be issued and delivered to the person holding or persons entitled to receive the same a certificate transferring this Warrant or certificates for the number of full shares of receiving Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable Shares upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedhereof.

Mechanics of Exercise. This Upon surrender of a Warrant may Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Purchase Price (in the case of a cash exercise) for the shares of Common Stock purchased at the Company’s principal offices located at 0000 Xxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000, the registered holder of a Warrant Certificate (“Holder” or “Holders”) shall be exercised entitled to receive a certificate or certificates for the shares of Common Stock so purchased. The purchase rights represented by each Warrant Certificate are exercisable at the holder hereofoption of the Holder thereof, in whole or in partpart (but not as to fractional shares of the Common Stock). In the case of the purchase of less than all the shares of Common Stock purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the balance of the shares of Common Stock purchasable thereunder.” FURTHER RESOLVED, that the Form of Election to Purchase annexed to the Warrant Agreement is hereby replaced in its entirety by the surrender Form of Election to Purchase annexed hereto; FURTHER RESOLVED, that, except as provided in this Warrant and the Notice of Exercise attached hereto as Exhibit A duly completed and executed on behalf of the holder hereofAmendment, at the principal office of the Company together with payment in full of the Warrant Price then in effect (or an election in the Notice of Exercise to net exercise) with respect to the number of shares of Warrant Stock as to which the Warrant is being exercised. This Warrant no other amendments shall be deemed to have been exercised immediately prior made hereby to the close Warrant Agreement and that the obligations of business on the date of its surrender for exercise as provided above, parties and the person entitled to receive terms under the Warrant Stock issuable upon Agreement shall apply to the terms of this Amendment; and FURTHER RESOLVED, that this Amendment may be executed in any number of counterparts and each of such exercise counterparts shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause be deemed to be issued an original, and delivered to the person or persons entitled to receive such counterparts shall together constitute but one and the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedinstrument.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(g)), this Warrant may be exercised by the holder hereofHolder on any day on or after the Initial Exercisability Date (an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, at the principal office of Holder shall deliver payment to the Company together of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant 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 (as defined in Section 1(c)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder unless no Warrant Shares are issuable thereafter. Execution and delivery of an Exercise Notice with payment in full respect to less than all of the Warrant Price then 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 effect accordance with the terms hereof. On or before the second (2nd) Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice (or an election 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 (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 Notice 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 to net exercise) with respect to Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Warrant Common Stock as to which the Holder shall be entitled pursuant to such exercise. 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 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). 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 and upon surrender of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(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. This 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, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s failure to deliver Warrant Shares to the Holder on or prior to the later of (i) three (3) 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 be deemed to have been exercised immediately be a breach of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, after the effective date of a registration statement registering for resale any Warrant Shares issuable hereunder and prior to the close Holder’s receipt of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon notice that such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days after such dateregistration statement is no longer available, the Company at its expense shall cause the Transfer Agent to be issued and delivered deliver unlegended shares of Common Stock to the person Holder (or persons entitled to receive the same a certificate or certificates for the number of full shares its designee) in connection with any sale of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges Shares with respect to which the issue thereofHolder 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. In From the event that this Warrant is exercised in partIssuance Date through and including the Expiration Date, the Company at its expense will execute and deliver shall maintain a new Warrant of like tenor exercisable for transfer agent that participates in the number of shares for which this Warrant may then be exercisedDTC’s Fast Automated Securities Transfer Program.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Series A Warrant may be exercised by the holder hereofHolder on any day on or after the Initial Exercise Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or email) of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Series A Warrant. Within one (1) Trading Day following an exercise of this Series A Warrant as aforesaid, at the principal office of Holder shall deliver payment to the Company together with payment in full of an amount equal to the Warrant Exercise Price then in effect on the date of such exercise multiplied by the number of Series A Warrant Shares as to which this Series A Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds; provided, that the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Series A Warrant in order to effect an election in the exercise hereunder. Execution and delivery of an Exercise Notice of Exercise to net exercise) with respect to less than all of the Series A Warrant Shares shall have the same effect as cancellation of the original of this Series A Warrant and issuance of a new Series A Warrant evidencing the right to purchase the remaining number of Series A Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Series A Warrant Shares shall have the same effect as cancellation of the original of this Series A Warrant after delivery of the Series A 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 an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, substantially in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Series A 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 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, 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 Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Warrant Common Stock as to which the Holder shall be entitled pursuant to such exercise. Notwithstanding anything to the contrary contained in this Series A Warrant, after the Resale Eligibility Date, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Series A Warrant is being exercisedShares for which the Holder has not yet settled. This Warrant Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Series A Warrant Shares with respect to which this Series A Warrant has been exercised immediately prior exercised, irrespective of the date such Series A Warrant Shares are credited to the close of business on Holder’s DTC account or the date of its surrender delivery of the certificates evidencing such Series A Warrant Shares (as the case may be). If this Series A Warrant is physically surrendered in connection with any exercise pursuant to this Section 1(a) and the number of Series A Warrant Shares represented by this Series A Warrant submitted for exercise as provided aboveis greater than the number of Series A Warrant Shares being acquired upon an exercise and upon surrender of this Series A Warrant to the Company by the Holder, and then, at the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as request of the close of business on such date. Within Holder, the Company shall as soon as practicable and in no event later than three (3) days Business Days after such date, the Company any exercise and at its expense shall cause own expense, issue and deliver to the Holder (or its designee) a new Series A Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Series A Warrant Shares purchasable immediately prior to such exercise under this Series A Warrant, less the number of Series A Warrant Shares with respect to which this Series A Warrant is exercised. No fractional shares of Common Stock are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Series A Warrant, but rather, if any fractional share of Common Stock would otherwise become issuable upon an exercise of this Warrant, the number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveto be issued shall be rounded up to the nearest whole number. The shares 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 Series A Warrant Stock issuable upon exercise hereof shallShares to a Person other than the Holder), upon their issuancecosts and expenses (including, without limitation, fees and expenses of the Transfer Agent) that may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issue thereofissuance and delivery of Series A Warrant Shares upon exercise of this Series A Warrant. In Notwithstanding the event that foregoing, except in the case where an exercise of this Series A Warrant is exercised in partvalidly made pursuant to a Cashless Exercise, the Company’s failure to deliver Series A 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 Series A 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 Series A Warrant. From the Issuance Date through and including the Expiration Date, the Company at its expense will execute and deliver shall maintain a new Warrant of like tenor exercisable for transfer agent that participates in the number of shares for which this Warrant may then be exercisedDTC’s Fast Automated Securities Transfer Program.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder at any time or times on or after the Initial Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, at by notifying the principal office Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Company together Exercise Notice with payment in full respect to less than all of the Warrant Price then in Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of an election 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. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Company has received the Exercise Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the Notice 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 Exercise the Holder or its designee, for the number of Warrant Shares to net which the Holder is entitled pursuant to such exercise) . The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the number of shares issuance of Warrant Stock as to which Shares via DTC, if any. Upon delivery of the Warrant is being exercised. This Warrant 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 immediately prior exercised, irrespective of the date such Warrant Shares are credited to the close of business on Holder’s DTC account or the date of its surrender delivery of the certificates evidencing such Warrant Shares, 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 provided above, soon as practicable and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within in no event later than three (3) days Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such dateexercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant 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 (other than the Holder’s income taxes) 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. For purposes of clarity, if the Holder exercises this Warrant (other than by Cashless Exercise) at a time when the Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act (or the Holder does not undertake to resell such Warrant Shares promptly after issuance while the Company is in compliance with the public information requirements of Rule 144(c)(1)) or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, the Company at its expense shall cause to be issued may satisfy the delivery of Warrant Shares under this Section 1(a) by issue and delivered dispatch by overnight courier to the person address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or persons entitled to receive the same a certificate or certificates its designee, for the number of full shares of Warrant Stock issuable upon Shares to which the Holder is entitled pursuant to such exercise, together with cash in lieu of any fraction of which certificate may contain a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedrestrictive legend.

Mechanics of Exercise. This Subject to the terms and conditions hereof, this Warrant may be exercised by the holder hereofHolder on any day on or after the date on which the IPO is consummated 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, by delivery (whether via facsimile or otherwise) of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder 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 (collectively, 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 Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if, subject to the provisions of Section 1(d), the Holder has not notified the Company in such Exercise 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 deliver the original of this Warrant in order to effect an exercise hereunder. 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. On or before the second (2nd) Trading Day following the date on which the Company has received an Exercise Notice, upon checking that the Exercise Information supplied by the Holder is accurate, the Company shall transmit by facsimile or email an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice and, in the event that the Holder has chosen to exercise in cash, the receipt of the payment of the Aggregate Exercise Price , the Company shall (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 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 principal office 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 Company together with payment in full of the Warrant Price then in effect Holder or its designee (or an election as indicated in the Notice of applicable Exercise to net exercise) with respect to Notice), for the number of shares of Warrant Stock as Class A Shares to which the Warrant Holder is being exercisedentitled pursuant to such exercise. This Warrant 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 Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised 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). 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 is greater than the number of Warrant Shares being acquired by the Holder upon an exercise, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than five (5) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as under this Warrant, less the holder number of such Warrant Shares with respect to which this Warrant is exercised. No fractional shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause Class A Shares are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for the number exercise of full shares of Warrant Stock issuable upon such exercisethis Warrant, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for but rather the number of shares for which 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, but the Company shall not be obligated to pay any transfer taxes in respect of this Warrant may then be exercisedor such shares.

Mechanics of Exercise. This Warrant may be exercised by Following the holder hereof, in whole or in part, by Company’s receipt of a completed Notice of Exercise and the surrender of this Warrant, Certificates for Warrant and Shares purchased hereunder shall be transmitted by the Notice of Exercise attached hereto as Exhibit A duly completed and executed on behalf Company’s transfer agent for its Common Stock to the Holder by crediting the account of the holder hereof, Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at the principal office of Custodian system (“DWAC”) if the Company together with payment is then a participant in full such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Price then Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available. If DWAC delivery is not available, the Warrant Shares will be delivered in effect (or an election certificated form by physical delivery to the address specified by the Holder in the Notice of Exercise to net exerciseby the date that is three (3) with respect trading days after the latest of (A) the delivery to the number Company of shares the Notice of Exercise, (B) surrender of this Warrant Stock (if required) and (C) payment of the aggregate Exercise Price as to which the set forth above (including by cashless exercise, if permitted). The Warrant is being exercised. This Warrant Shares shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided aboveissued, and the Holder or any other person entitled so designated to receive the Warrant Stock issuable upon such exercise be named therein shall be treated for all purposes as the deemed to have become a holder of record of such shares of record for all purposes, as of the close of business on such date. Within three (3) days after such datedate the Warrant has been exercised, with payment to the Company at its expense shall cause to be issued and delivered to of the person Exercise Price (or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such by cashless exercise, together with cash in lieu of any fraction of a share as provided aboveif permitted). The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that If this Warrant is shall have been exercised in part, the Company shall, at its expense will execute the request of the Holder and upon surrender of this Warrant, deliver to the Holder a new Warrant evidencing the rights of like tenor exercisable the Holder to purchase the unpurchased Warrant Shares called for the number of shares for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant may then be exercisedWarrant.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder Holder on any day on or after the date hereof, in whole or in part, by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereof, at Holder’s election to exercise this Warrant and (ii) (A) payment to the principal office Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Company together Exercise Notice with payment in full 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. As soon as practicable, but in no event later than the third Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price then in effect (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an election acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (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 Notice 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 Exercise to net exercise) with respect to the Holder or its designee, for the number of shares of Warrant Common Stock as to which the Warrant Holder is being exercisedentitled pursuant to such exercise. This Warrant Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in clause (ii)(A) above or notification to the Company of a Cashless Exercise referred to in Section 1(d), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. 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 Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as under this Warrant, less the holder number of such Warrant Shares with respect to which this Warrant is exercised. No fractional shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause Common Stock are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveto be issued shall be rounded up to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay any and all taxes which may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issue thereof. In the event that issuance and delivery of Warrant Shares upon exercise of this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedWarrant.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Series E Warrant may be exercised by the holder hereofHolder on any day on or after the Initial Exercise Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or email) of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Series E Warrant. Within one (1) Trading Day following an exercise of this Series E Warrant as aforesaid, at the principal office of Holder shall deliver payment to the Company together with payment in full of an amount equal to the Warrant Exercise Price then in effect on the date of such exercise multiplied by the number of Series E Warrant Shares as to which this Series E Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds; provided, that the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Series E Warrant in order to effect an election in the exercise hereunder. Execution and delivery of an Exercise Notice of Exercise to net exercise) with respect to less than all of the Series E Warrant Shares shall have the same effect as cancellation of the original of this Series E Warrant and issuance of a new Series E Warrant evidencing the right to purchase the remaining number of Series E Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Series E Warrant Shares shall have the same effect as cancellation of the original of this Series E Warrant after delivery of the Series E 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 an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, substantially in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received 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 Series E 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 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, 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 Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Warrant Common Stock as to which the Holder shall be entitled pursuant to such exercise. Notwithstanding anything to the contrary contained in this Series E Warrant, after the Resale Eligibility Date, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Series E Warrant is being exercisedShares for which the Holder has not yet settled. This Warrant Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Series E Warrant Shares with respect to which this Series E Warrant has been exercised immediately prior exercised, irrespective of the date such Series E Warrant Shares are credited to the close of business on Holder’s DTC account or the date of its surrender delivery of the certificates evidencing such Series E Warrant Shares (as the case may be). If this Series E Warrant is physically surrendered in connection with any exercise pursuant to this Section 1(a) and the number of Series E Warrant Shares represented by this Series E Warrant submitted for exercise as provided aboveis greater than the number of Series E Warrant Shares being acquired upon an exercise and upon surrender of this Series E Warrant to the Company by the Holder, and then, at the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as request of the close of business on such date. Within Holder, the Company shall as soon as practicable and in no event later than three (3) days Business Days after such date, the Company any exercise and at its expense shall cause own expense, issue and deliver to the Holder (or its designee) a new Series E Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Series E Warrant Shares purchasable immediately prior to such exercise under this Series E Warrant, less the number of Series E Warrant Shares with respect to which this Series E Warrant is exercised. No fractional shares of Common Stock are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Series E Warrant, but rather, if any fractional share of Common Stock would otherwise become issuable upon an exercise of this Warrant, the number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveto be issued shall be rounded up to the nearest whole number. The shares 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 Series E Warrant Stock issuable upon exercise hereof shallShares to a Person other than the Holder), upon their issuancecosts and expenses (including, without limitation, fees and expenses of the Transfer Agent) that may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issue thereofissuance and delivery of Series E Warrant Shares upon exercise of this Series E Warrant. In Notwithstanding the event that foregoing, except in the case where an exercise of this Series E Warrant is exercised in partvalidly made pursuant to a Cashless Exercise, the Company’s failure to deliver Series E 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 Series E 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 Series E Warrant. From the Issuance Date through and including the Expiration Date, the Company at its expense will execute and deliver shall maintain a new Warrant of like tenor exercisable for transfer agent that participates in the number of shares for which this Warrant may then be exercisedDTC’s Fast Automated Securities Transfer Program.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(d)), this Warrant may be exercised by the holder hereofHolder on any day on or after the Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereof, at Holder’s election to exercise this Warrant and (ii) if both (A) the principal office Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant and (B) a registration statement registering the Company together with payment in full issuance of the Warrant Price then in effect 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 election 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 (a “Cash Exercise”). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice of Exercise to net exercise) 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. In the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant shall be surrendered to the Company by the second (2nd) Business 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 (the “Exercise Delivery Documents”). On or before the first (1st) Business Day following the date on which the Company has received the Exercise Delivery Documents, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (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 (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 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 of 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 Warrant Common Stock as to which the Warrant Holder is being exercisedentitled pursuant to such exercise. This Warrant Upon delivery of the Exercise Delivery Documents (or, in the case of a cashless exercise, 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 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. 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 Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as under this Warrant, less the holder number of such Warrant Shares with respect to which this Warrant is exercised. No fractional shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause Common Stock are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveto be issued shall be rounded up to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay any and all issuance or withholding taxes which may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issue thereof. In issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the event 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 or any other tax liability that may arise as a result of holding or transferring this Warrant is exercised in part, or the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedShares.

Mechanics of Exercise. .. This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant and the Notice of Exercise attached hereto as Exhibit A duly completed and executed on behalf of the holder hereof, at the principal office of the Company together with payment in full of the Warrant Exercise Price (unless the Purchaser has elected to Net Exercise) then in effect (or an election in the Notice of Exercise to net exercise) with respect to the number of shares of Warrant Stock Shares as to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock Shares issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days As promptly as practicable on or after such date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock Shares issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock Shares issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the remaining number of shares for which this Warrant may then be exercised.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder at any time or times on or after the Initial Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the "Exercise Notice"), of the holder hereofHolder's election to exercise this Warrant, at (ii) (A) payment to the principal office 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 by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)), and (iii) if required in accordance with the provisions of the Securities Purchase Agreement, delivery to the Company together of an undertaking towards the OCS substantially in the form that was attached to the Securities Purchase Agreement as Annex A or in any other form required by the OCS (the “OCS Undertaking”) duly executed by the Holder. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with payment in full respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery 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 Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice (the second (2nd) Trading Day if physical certificates are being delivered), so long as the Holder delivers the Aggregate Exercise Price then (other than in effect a case of Cashless Exercise) and, where applicable, the executed OCS Undertaking, on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (first (1st) Trading Day where physical certificates are being delivered) (the "Share Delivery Date") (provided that if the Aggregate Exercise Price and, where applicable, the executed OCS Undertaking, has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or an election notice of a Cashless Exercise) and, where applicable, the executed OCS Undertaking, are delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to 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 Notice 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 Exercise the Holder or its designee, for the number of Warrant Shares to net 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 number of shares issuance of Warrant Stock Shares via DTC, if any. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as to which this Warrant remains outstanding and exercisable. Upon delivery of the Warrant is being exercised. This Warrant Exercise Notice, and, where applicable, the executed OCS Undertaking, 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 immediately prior exercised, irrespective of the date such Warrant Shares are credited to the close of business on Holder's DTC account or the date of its surrender delivery of the certificates evidencing such Warrant Shares, as the case may be; provided payment of the Aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within two 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 provided above, soon as practicable and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within in no event later than three (3) days Trading Days after such date, receipt by the Company of the original Warrant and at its expense shall cause own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveShares to be issued shall be rounded up to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay any and all taxes (other than the Holder's income taxes) which may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue thereof. In and deliver Warrant Shares in accordance with the event that this Warrant is exercised in partterms 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 Company at its expense will execute and deliver a new Warrant recovery of like tenor exercisable for any judgment against any Person or any action to enforce the number of shares for which this Warrant may then be exercisedsame, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 9), this Warrant may be exercised by the holder hereofHolder on any day on or after the Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice (including via email or fax), in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant to the Company and the Warrant Agent, at and (ii) if the principal office 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 Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder, provided that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, the Holder shall surrender this Warrant to the Warrant 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 Notice, the Company shall transmit by email or facsimile an acknowledgement of confirmation of receipt of the Exercise Notice to the Holder and the Warrant Agent. No ink original or medallion guarantee shall be required on any Exercise Notice. The Company together shall cause the Warrant Shares purchased hereunder to be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with payment The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in full such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Price then 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 effect (the Company’s share register in the name of the Holder or an election 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 Standard Settlement Period after the delivery to net 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 727099719 18565417 EXHIBIT 10.2 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 such Warrant Shares 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 Warrant Agent shall as soon as practicable and in no event later than two (2) Trading Days after any exercise and at the Company’s own expense, issue a new Warrant (in accordance with Section 8(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 is exercised. The Company shall pay any and all taxes that may be payable with respect to the number of shares issuance and delivery of Warrant Stock as 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 is being exercisedShares or Warrants in a name other than that of the Holder or an affiliate thereof. This Warrant The Holder shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated responsible for all purposes other tax liability that may arise as the holder a result of such shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that transferring this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedWarrant.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder at any time after the earlier of (the “Threshold Date”): (x) the date upon which the aggregate amount of New Investor Indebtedness is less than [Redacted: Commercially sensitive]; and (y) February 1, 2021 (an “Exercise Date”), in whole or in part, by delivery (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 5:00 p.m., New York City time, on such date, of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Company will provide prompt written notice to the Holder upon the threshold in clause (x) of the immediately preceding sentence being satisfied and specifying the date thereof. Subject to Section 1(f), 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 Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant 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 (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. 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. On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile or electronic mail a treasury direction and acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received 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) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and the Required Unrestricted Conditions are satisfied, upon the request of the Holder, credit such aggregate number of 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 or the Required Unrestricted Conditions are 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 Common Shares to which the Holder shall be entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder hereofof 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). 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 and upon surrender of this Warrant to the Company by the Holder, then, at the principal office request of the Holder, the Company together shall as soon as practicable and in no event later than two (2) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with payment in full Section 7(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. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares 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, costs and expenses (including fees and expenses of the Transfer Agent) that may be payable with respect to the issuance and delivery of Warrant Price then Shares upon exercise of this Warrant. Notwithstanding the foregoing, except in effect the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise, 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 an election 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 maintain a transfer agent that participates in the Notice DTC’s Fast Automated Securities Transfer Program. Notwithstanding anything to the contrary contained in this Warrant or the Registration Rights Agreement, after the effective date of Exercise a Registration Statement (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to net exercisedeliver unlegended Common Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to the number of shares of Warrant Stock as to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior Holder has entered into a contract for sale, an arrangement with a broker for sale or a 10b5-1 plan and delivered a copy of the prospectus included as part of the particular Registration Statement (as defined in the Registration Rights Agreement) to the close of business on the date of its surrender for exercise as provided aboveextent applicable, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedthe Holder has not yet settled.

Mechanics of Exercise. This Subject to the terms and conditions hereof, this Warrant may be exercised by the holder hereofHolder on any day during the Exercise Period, in whole or in part, by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the Exercise Price in effect at the time of 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 (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(e)); provided, however, that, notwithstanding Section 1(a)(ii)(A), at any time, upon receipt of an Exercise Notice, the principal office Company may, in its sole discretion, require that the Holder exercise this Warrant on a Cashless Exercise basis (in which case, if the Holder has exercised the Warrant by payment of the Aggregate Exercise Price pursuant to Section 1(a)(ii)(A), the Company together with payment in full shall promptly return such funds to an account designated by the Holder, and the Holder shall, for all purposes hereunder, be deemed to have delivered a notice of the Warrant Price then in effect (or an election in the Notice Cashless _________________________ 1 Insert a number of Exercise shares equal to net exercise) with respect to 85% of the number of shares of Common Stock purchased under the Subscription Agreement. Exercise with respect to such exercise on the date on which the Exercise Notice was delivered, or alternatively, at the election of the Holder, the Exercise Notice shall be null and void). The Holder shall not be required to deliver the original Warrant Stock in order to effect an exercise hereunder, but shall deliver the original Warrant within five (5) Business Days thereafter. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Business Day following the date on which the Company has received, as applicable, each of the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company's transfer agent (the “Transfer Agent”). On or before the third (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 (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 which the Warrant Holder is being exercised. This Warrant shall be deemed entitled pursuant to have been exercised immediately prior such exercise to the close of business on Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the date of its surrender for exercise Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as provided abovespecified in the Exercise Notice, and a certificate, registered in the person entitled to receive Company's share register in the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as name of the close of business on such date. Within three (3) days after such dateHolder or its designee, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery 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, 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 two Business Days after receipt by the Company, following an exercise of the Warrant, of the original Warrant, and at its own expense, issue a new Warrant (in accordance with Section 8(d)) representing the right to purchase the number of Warrant Shares purchasable under this Warrant after giving effect to such exercise of the Warrant. No fractional shares of Common Stock are to be exercisedissued 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 which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant by the Holder of this Warrant.

Mechanics of Exercise. This Subject to the terms and conditions hereof, this Warrant may be exercised by the holder hereofHolder on any day on or after the Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly (the "Exercise Notice"), of the Holder's election to exercise this Warrant, completed and executed on behalf 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 holder hereof, at the principal office of the Company together with payment in full issuance of the Warrant Price then in effect 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 election in exemption from registration under the Notice Securities Act is available for the issuance of the Warrant Shares, payment to the Company of an amount equal to the applicable Exercise to net exercise) with respect to Price multiplied by the number of shares of Warrant Stock Shares as to which the this Warrant is being exercised. This Warrant shall be deemed to have been exercised (the "Aggregate Exercise Price") in cash or by wire transfer of immediately prior available funds pursuant to the close of business on the date of its surrender for exercise as provided aboveterms hereof, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three or (3y) days after such date, by notifying the Company at its expense shall cause to be issued and delivered pursuant to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event Exercise Notice that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in part, Section 1(d)). The date on which the Exercise Notice is delivered to the Company at its expense will execute and deliver (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” If the Holder is not electing a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.Cashless Exercise (as defined in

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder on any day on or after the Issuance Date, in whole or in part, by delivery (whether via facsimile to (000) 000-0000, e-mail to axxxxxx@xxxxxxx-xxxxxx.xxx or otherwise) of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder Holder’s election to exercise this Warrant. 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 Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant 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 (as defined below). Following exercise as aforesaid, the Holder shall provide a copy of such Exercise Notice to Hxxxxx Xxxxxxx Xxxxx LLP sent via electronic mail to sxxxxx@xxxxxx.xxx on or prior to the first (1st) Business Day following the date of such Exercise Notice. The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. 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. On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or elects a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received such Exercise Notice, the Company shall (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 principal office 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 Company together with payment in full of the Warrant Price then in effect Holder or its designee (or an election as indicated in the Notice of applicable Exercise to net exercise) with respect to Notice), for the number of shares of Warrant Common Stock as to which the Warrant Holder is being exercisedentitled pursuant to such exercise. This Warrant 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 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 immediately prior exercised, irrespective of the date such Warrant Shares are credited to the close of business on Holder’s DTC account or the date of its surrender delivery of the certificates evidencing such Warrant Shares (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 as provided aboveis greater than the number of Warrant Shares being acquired upon an exercise, and then, at the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as request of the close of business on such date. Within Holder, the Company shall as soon as practicable and in no event later than three (3) days Business Days after such date, the Company any exercise and at its expense shall cause own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(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. No fractional shares of Common Stock are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveto be issued shall be rounded up to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay any and all taxes and fees which may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issue thereofissuance and delivery of Warrant Shares upon exercise of this Warrant. In Following the event that exercise in full of this Warrant is exercised in partWarrant, the Company at its expense will execute and Holder shall deliver a new this original Warrant of like tenor exercisable for certificate to the number of shares for which this Warrant may then be exercisedCompany.

Mechanics of Exercise. This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant and the Notice of Exercise attached hereto as Exhibit A duly completed and executed on behalf of the holder hereof, at the principal office of the Company together with payment in full of the Warrant Price then in effect (or an election in the Notice of Exercise to net exercise) with respect to the number of shares of Warrant Stock as to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days As promptly as practicable on or after such date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(e)), this Warrant may be exercised by the holder hereofHolder on any day on or after the Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereof, at Holder’s election to exercise this Warrant and (ii) if (A) a registration statement registering the principal office of the Company together with payment in full issuance of the Warrant Price then in effect 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 election in exemption from registration under the Notice Securities Act is available for the issuance of the Warrant Shares, payment to the Company of an amount equal to the applicable Exercise to net exercise) with respect to Price multiplied by the number of shares of Warrant Stock Shares as to which the this Warrant is being exercised. This exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”) or (B) the provisions of Section 1(d) are available and this Warrant shall be deemed is exercised pursuant to have been exercised immediately prior to the close of business on the date of its surrender for exercise a Cashless Exercise (as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash defined in lieu of any fraction of a share as provided aboveSection 1(d)). The shares of Holder shall not be required to surrender this Warrant Stock issuable upon in order to effect an exercise hereof shallhereunder; provided, upon their issuancehowever, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In that in the event that this Warrant is exercised in partfull 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 Notice (the date upon which the Company has received the Exercise Notice, the “Exercise Date”), the Company at shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of 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 to the Exercise Notice on or before the second Trading Day following the date on which the Company has received the Exercise Notice. On or before the third Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, 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 expense will execute designee’s balance account with DTC through its Deposit Withdrawal At Custodian system, or (Y), 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 deliver dispatch by overnight courier to the address as specified in the Exercise Notice, a new Warrant certificate, registered in the Company’s share register in the name of like tenor exercisable 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 Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received 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, 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 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 exercisedpayable 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 transferring this Warrant or Warrant Shares upon exercise hereof to a third party. While this Warrant remains outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast Automated Securities Transfer Program.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder on any day on or after January 27, 2022 (an “Exercise Date”), in whole or in part, by delivery (whether via facsimile, electronic mail or otherwise) of a written notice, (i) in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf or (ii) via an electronic warrant exercise through the DTC system (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, at the principal office of Holder shall deliver payment to the Company together with payment in full of an amount equal to the Warrant Exercise Price then in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant 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 (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or an election in the Notice other type of Exercise to net exerciseguarantee 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 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 shares Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Stock 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. On or before the first (1st) Trading Day following the date on which the Holder has delivered an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. No later than 5:00 P.M., Eastern Time, on the second (2nd) Trading Day following the date on which the Exercise Notice has been delivered to the Company (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) 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 Ordinary Shares to which the Warrant Holder is being exercised. This Warrant shall be deemed entitled pursuant to have been exercised immediately prior such exercise to the close of business on Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (ii) if the date of its surrender for exercise as provided aboveTransfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, and upon the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as request of the close of business on such date. Within three Holder, issue and deliver (3via reputable overnight courier) days after such date, the Company at its expense shall cause to be issued and delivered to the person address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or persons entitled to receive the same a certificate or certificates its designee, for the number of full shares of Warrant Stock issuable upon Ordinary Shares to which the Holder shall be entitled pursuant to such exercise. Upon delivery of an Exercise Notice, together with cash in lieu the Holder shall be deemed for all corporate purposes to have become the holder of any fraction record of a share as provided above. The shares of the Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges Shares with respect to which this Warrant has been exercised, irrespective of the issue thereofdate 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). In the event that If this Warrant is exercised submitted in partconnection 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 and upon surrender of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than two (2) Business Days after any exercise and at its expense will execute own expense, issue and deliver to the Holder (or its designee) a new Warrant of like tenor exercisable for (in accordance with Section 7(d)) representing the right to purchase the number of shares for 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. No fractional Ordinary Shares are to be issued upon the 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 then be exerciseddirected by the Holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by an assignment form duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Election to Purchase and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares. Notwithstanding the foregoing, the Company shall deliver Warrant Shares to 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. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder at any time or times on or after the Initial Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, at by notifying the principal office Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Company together Exercise Notice with payment in full respect to less than all of the Warrant Price then in Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of an election 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. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and the Holder may sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act (or the Holder undertakes to resell such Warrant Shares promptly after issuance while the Company is in compliance with the public information requirements of Rule 144(c)(1)) or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the Notice DTC Fast Automated Securities Transfer Program, or if the Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act (or the Holder does not undertake to resell such Warrant Shares promptly after issuance while the Company is in compliance with the public information requirements of Rule 144(c)(1)) or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to net which the Holder is entitled pursuant to such exercise) . The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the number of shares issuance of Warrant Stock as to which Shares via DTC, if any. Upon delivery of the Warrant is being exercised. This Warrant 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 immediately prior exercised, irrespective of the date such Warrant Shares are credited to the close of business on Holder’s DTC account or the date of its surrender delivery of the certificates evidencing such Warrant Shares, 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 provided above, soon as practicable and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within in no event later than three (3) days Trading Days after such date, the Company any exercise and at its expense shall cause own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveShares to be issued shall be rounded up to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay any and all taxes (other than the Holder’s income taxes) which may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue thereof. In and deliver Warrant Shares in accordance with the event that this Warrant is exercised in partterms 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 Company at its expense will execute and deliver a new Warrant recovery of like tenor exercisable for any judgment against any Person or any action to enforce the number of shares for which this Warrant may then be exercisedsame, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder at any time or times on or after the Issuance Date, in whole or in part, by delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the "Exercise Notice"), of the holder hereofHolder's election to exercise this Warrant. On or prior to the Trading Day immediately preceding the applicable Share Delivery Date (as defined below), at the principal office of Holder shall either (A) provided that the applicable Exercise Notice is for a Cash Exercise, pay to the Company together with payment an amount equal to the applicable Cash Exercise Price (as defined in full of the Warrant Price then in effect (or an election in the Notice of Exercise to net exerciseSection 1(b)) with respect to multiplied by the number of shares of Warrant Stock Shares as to which the this Warrant is being exercised. This Warrant shall be deemed exercised (the "Aggregate Cash Exercise Price") in cash by wire transfer of immediately available funds, (B) provided that the applicable Exercise Notice is delivered to have been exercised immediately the Company on or prior to the close of business on the date of its surrender for exercise Cash Exercise Expiration Date (as provided abovedefined in Section 1(b)), and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days after such date, notify the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in partSection 1(d)), which notice may be included in the applicable Exercise Notice, or (C) notify the Company that this Warrant is being exercised by a cancellation of all or any portion of the Principal (as defined in the Notes) amount outstanding under the Holder's (or the Holder's designee's) Notes (a "Note Cancellation") for an amount of cancelled Notes calculated at its expense will execute and deliver a new Warrant of like tenor exercisable for the Other Exercise Price (as defined in Section 1(b)) multiplied by the number of shares for Warrant Shares as to which this Warrant may then be exercisedis being exercised (the "Aggregate Other Exercise Price" and together with the Aggregate Cash Exercise Price, the "Aggregate Exercise Price")."

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(g)) and subject to Section 4.10(a) of the Purchase Agreement, this Warrant may be exercised by the holder hereofHolder on any day on or after the Issuance Date (an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, at the principal office of Holder shall deliver payment to the Company together of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds. The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with payment in full respect to less than all of the Warrant Price then 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 effect accordance with the terms hereof. On or before the second (2nd) Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile EXECUTION COPY or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received such Exercise Notice (or an election 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 “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in the Notice 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, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise to net exercise) with respect to Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Warrant Common Stock as to which the Warrant is being exercisedHolder shall be entitled pursuant to such exercise. This Warrant 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 exercised 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). 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 and upon surrender of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than two (2) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the close number of business Warrant Shares with respect to which this Warrant 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 stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. Notwithstanding the foregoing, 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) two (2) Trading Days after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of this Warrant. Notwithstanding anything to the contrary contained in this Warrant or the Registration Rights Agreement, promptly after the effective date of the Registration Statement (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with 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. 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. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to an Exercise Notice by the 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 its surrender the applicable Exercise Notice), $10 per day for exercise as provided above, each of the first thirty (30) days of such failure (increasing to two percent (2%) of such applicable aggregate amount for each day after the first thirty (30) days of such failure) until such Warrant Shares are delivered or Holder rescinds such exercise. Nothing herein shall limit a Holder’s right to pursue actual damages for the Company’s failure to deliver Warrant Shares within the period specified herein and the person entitled Holder shall have the right to receive the Warrant Stock issuable upon such pursue all remedies available to it hereunder, at law or in equity including a decree of specific performance and/or injunctive relief. The exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable Regulations (as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to defined in the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedPurchase Agreement).

Mechanics of Exercise. This Subject to the terms and conditions hereof, this Warrant may be exercised by the holder hereofHolder on any day on or after the date on which the IPO is consummated 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, by delivery (whether via facsimile or otherwise) of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant, at by submitting information including the principal office 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 (collectively, the “Exercise Information”). Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company together with payment in full of an amount equal to the Warrant Exercise Price then in effect (or an election in the Notice of Exercise to net exercise) with respect to the number of shares of Warrant Stock as to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for such exercise multiplied by the number of Warrant Shares as provided aboveto which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if, subject to the provisions of Section 1(d), the Holder has not notified the Company in such Exercise 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 deliver the person entitled original of this Warrant in order to receive effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Stock issuable upon such exercise Shares shall be treated 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 purposes as the holder of such shares of record as of the close then-remaining Warrant Shares shall have the same effect as cancellation of business the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the second (2nd) Trading Day following the date on such date. Within three (3) days after such datewhich the Company has received an Exercise Notice, upon checking that the Exercise Information supplied by the Holder is accurate, the Company at its expense shall cause to be issued and delivered transmit by facsimile or email an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the person Holder and the Company’s transfer agent (the “Transfer Agent”). On or persons before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice and, in the event that the Holder has chosen to exercise in cash, the receipt of the payment of the Aggregate Exercise Price , the Company shall (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 receive such exercise to the same 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 certificate, registered in the Company’s share register in the name of the Holder or certificates its designee (as indicated in the applicable Exercise Notice), for the number of full shares of Warrant Stock issuable upon 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, together with cash in lieu the Company’s receipt of any fraction the payment of a share as provided above. The shares the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges Shares with respect to which this Warrant has been exercised, irrespective of the issue thereofdate 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). In the event that If this Warrant is exercised submitted in partconnection with any exercise pursuant to this Section 1(a) and the total number of Warrant Shares represented by this Warrant is greater than the number of Warrant Shares being acquired by the Holder upon an exercise, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than five (5) Business Days after any exercise and at its expense will execute own expense, issue and deliver to the Holder (or its designee) a new Warrant of like tenor exercisable for (in accordance with Section 7(d)) representing the right to purchase the number of shares for 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. No fractional Class A Shares are to be issued upon the exercise of this Warrant, but 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 then be exercisedimposed upon the Company in respect of the issuance or delivery of Class A Shares upon the exercise of this Warrant, but the Company shall not be obligated to pay any transfer taxes in respect of this Warrant or such shares.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder at any time or times on or after the Initial Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, at by notifying the principal office Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Company together Exercise Notice with payment in full respect to less than all of the Warrant Price then in Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of an election 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. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the Notice 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 Exercise the Holder or its designee, for the number of Warrant Shares to net which the Holder is entitled pursuant to such exercise) . The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the number of shares issuance of Warrant Stock as to which Shares via DTC, if any. Upon delivery of the Warrant is being exercised. This Warrant 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 immediately prior exercised, irrespective of the date such Warrant Shares are credited to the close of business on Holder’s DTC account or the date of its surrender delivery of the certificates evidencing such Warrant Shares, 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 provided above, soon as practicable and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within in no event later than three (3) days Trading Days after such date, the Company any exercise and at its expense shall cause own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveShares to be issued shall be rounded up to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay any and all taxes (other than the Holder’s income taxes) which may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue thereof. In and deliver Warrant Shares in accordance with the event that this Warrant is exercised in partterms 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 Company at its expense will execute and deliver a new Warrant recovery of like tenor exercisable for any judgment against any Person or any action to enforce the number of shares for which this Warrant may then be exercisedsame, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder at any time or times on or after the Issuance Date, in whole or in part, by (i) delivery of a written notice, in the surrender form attached hereto as Exhibit B (the “Exercise Notice”), of the Holder’s election to exercise all or part of this Warrant and the Notice of Exercise attached hereto as Exhibit A duly completed and executed on behalf of the holder hereof, at the principal office of (ii) (A) payment to the Company together with payment 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 full cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant Price then is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or an election in the Notice other type of Exercise to net exerciseguarantee 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, on the same terms contained herein, evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail or facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise 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 EST on the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be two (2) Trading Days after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall 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 if the Company is then a participant in such system and either (x) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (y) the Warrant Shares are eligible for resale by the Holder 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. 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 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 a certificate is physically delivered. If this Warrant is physically delivered by Holder to the Company in connection with any exercise pursuant to this Section 1(a) and the number of shares Warrant Shares available for exercise pursuant to this Warrant is greater than the number of Warrant Stock as Shares Holder seeks to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior acquire pursuant to the close of business on current exercise, then the date of its surrender for exercise Company shall as provided above, soon as practicable and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within in no event later than three (3) days Trading Days after such date, the Company exercise and at its expense shall cause own expense, issue a new Warrant (on the same terms contained herein and in accordance with Section 6(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveShares to be issued shall be rounded up to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay (or reimburse Holder for) any and all taxes which may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue thereof. In and deliver Warrant Shares in accordance with the event that this Warrant is exercised in partterms 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 at its expense will execute and deliver a new shall not be required to delivery Warrant Shares with respect to an exercise prior to the Holder’s delivery of like tenor exercisable for the number Aggregate Exercise Price (or notice of shares for which this Warrant may then be exercisedCashless Exercise) with respect to such exercise.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(e)), this Warrant may be exercised by the holder hereofHolder on any day on or after the Filing Deadline (as defined in the Registration Rights Agreement) (each an “Exercise Date”), in whole or in part, by delivery (whether via e-mail, facsimile or otherwise) of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, at the principal office of Holder shall deliver payment to the Company together of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Base Warrant Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds; provided, that, solely with payment in full respect to the initial exercise of this Warrant, this Warrant may not be exercised to the Warrant extent such Aggregate Exercise Price is less than the lesser of (x) $250,000, (y) the product of (A) the Exercise Price then in effect and (or B) the Warrant Number then in effect and (z) the product of (A) the Exercise Price then in effect and (B) 4.99% of the Common Stock of the Company then outstanding. Upon any exercise of this Warrant, as an election adjustment to the number of Common Shares (as defined in the Notice Securities Purchase Agreement) issued pursuant to the Securities Purchase Agreement, in addition to the number of Exercise Base Warrant Shares as to net exercise) which this Warrant was so exercised, the Company shall also issue to the Holder an additional number of fully paid and non-assessable shares of Common Stock equal to the Make-Whole Share Amount, if any, with respect to such exercise (the “Make-Whole Shares”). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Base 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 Base Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Base Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares issuable in such exercise 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, the Company shall transmit by e-mail or facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice, the Company shall (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, 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 Warrant Common Stock as to which the Warrant Holder is being exercisedentitled pursuant to such exercise. This Warrant 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 exercised immediately prior (including the Base Warrant Shares and any related Make-Whole Shares, if any), irrespective of the date such Warrant Shares are credited to the close of business on Holder’s DTC account or the date of its surrender delivery of the certificates evidencing such Warrant Shares (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 Base Warrant Shares represented by this Warrant submitted for exercise as provided aboveis greater than the number of Base Warrant Shares being acquired upon an exercise, and then, at the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as request of the close of business on such date. Within Holder, the Company shall as soon as practicable and in no event later than three (3) days Business Days after such date, the Company any exercise and at its expense shall cause own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Base Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Base Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveto be issued shall be rounded up to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay any and all taxes and fees which may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issue thereof. In the event that issuance and delivery of Warrant Shares upon exercise of this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedWarrant.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder on any day on or after February 15, 2022 (an “Exercise Date”), in whole or in part, by delivery (whether via facsimile, electronic mail or otherwise) of a written notice, (i) in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf or (ii) via an electronic warrant exercise through the DTC system (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, at the principal office of Holder shall deliver payment to the Company together with payment in full of an amount equal to the Warrant Exercise Price then in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant 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 (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or an election in the Notice other type of Exercise to net exerciseguarantee 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 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 shares Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Stock 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. On or before the second (2nd) Trading Day following the date on which the Holder has delivered an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. No later than 5:00 P.M., Eastern Time, on the second (2nd) Trading Day following the date on which the Exercise Notice has been delivered to the Company (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) 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 Common Shares to which the Warrant Holder is being exercised. This Warrant shall be deemed entitled pursuant to have been exercised immediately prior such exercise to the close of business on Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (ii) if the date of its surrender for exercise as provided aboveTransfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, and upon the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as request of the close of business on such date. Within three Holder, issue and deliver (3via reputable overnight courier) days after such date, the Company at its expense shall cause to be issued and delivered to the person address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or persons entitled to receive the same a certificate or certificates its designee, for the number of full shares of Warrant Stock issuable upon Common Shares to which the Holder shall be entitled pursuant to such exercise. Upon delivery of an Exercise Notice, together with cash in lieu the Holder shall be deemed for all corporate purposes to have become the holder of any fraction record of a share as provided above. The shares of the Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges Shares with respect to which this Warrant has been exercised, irrespective of the issue thereofdate 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). In the event that If this Warrant is exercised submitted in partconnection 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 and upon surrender of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than two (2) Business Days after any exercise and at its expense will execute own expense, issue and deliver to the Holder (or its designee) a new Warrant of like tenor exercisable for (in accordance with Section 7(d)) representing the right to purchase the number of shares for 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. No fractional Common Shares are to be issued upon the 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 then be exerciseddirected by the Holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by an assignment form duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any election to purchase and all fees to DTC (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares. Notwithstanding the foregoing, the Company shall deliver Warrant Shares to 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. This Warrant Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(c) and Section 4), this Option may be exercised by the holder hereofPurchaser at any time or times on or after the Effective Date, in whole or in part, subject to Section 1(c), by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A (the “Exercise Notice”), duly completed and executed on behalf of the holder hereofby Purchaser, at the principal office of the Company together with payment in full of the Warrant Price then in effect (or an stating Purchaser's election in the Notice of Exercise to net exercise) with respect to exercise this Option, the number of shares of Warrant Series A Preferred Stock as being tendered in exchange for LifeMap Shares upon exercise of this Option, and the number of LifeMap Shares being issued upon such exchange, and (ii) delivery of shares of Series A Preferred Stock, endorsed in blank, to the Company to be exchange for LifeMap Shares at the Exchange Ratio then in effect. On or before the first (1st) Trading Day following the date on which the Warrant is being exercisedCompany has received the Exercise Notice and shares of Series A Preferred Stock, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Purchaser and the transfer agent of the LifeMap Shares (the “Transfer Agent”), if any. This Warrant shall be deemed to have been exercised immediately On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Purchaser delivers a number of shares of Series A Preferred Stock sufficient for such exercise at the Exchange Ratio (the “Aggregate Option Exchange Shares”) on or prior to the close of business on second (2nd) Trading Day following the date of its surrender for exercise as on which the Company has received the Exercise Notice (the “Share Delivery Date”) (provided above, and that if the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days after Aggregate Option Exchange Shares have not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Option Exchange Shares are delivered), the Company at its expense 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 LifeMap Shares to be issued and delivered which the Purchaser is entitled pursuant to such exercise to the person Purchaser's or persons entitled its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or if there is no Transfer Agent, issue and dispatch by overnight courier to receive the same address as specified in the Exercise Notice, a certificate certificate, registered in the name of the Purchaser or certificates its designee, for the number of full shares of Warrant Stock issuable upon LifeMap Shares to which the Purchaser is entitled pursuant to such exercise, together with cash in lieu of any fraction of a share as provided above. The shares Company shall be responsible for all fees and expenses of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid the Transfer Agent and nonassessable, all fees and free from all preemptive rights, taxes, liens and charges expenses with respect to the issue thereoftransfer of LifeMap Shares to the Purchaser, if any. In No fractional LifeMap Shares are to be issued upon the event that exercise of this Warrant is exercised in partOption, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for but rather the number of shares for LifeMap Shares to be issued shall be rounded down to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the transfer of LifeMap Shares to the Purchaser upon exercise of this Warrant may then be exercisedOption.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(d)), this Warrant may be exercised by the holder hereofHolder on any day on or after the Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice (including via email or fax), in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant to the Company and American Stock Transfer and Trust Company LLC (the “Warrant Agent” and “Transfer Agent”) and (ii) if both (A) the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(c) 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, payment to 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 Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder, provided that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, the Holder shall surrender this Warrant to the Warrant Agent by the third (3rd) 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 Notice, the Company shall transmit by email or facsimile an acknowledgement of confirmation of receipt of the Exercise Notice to the Holder and the Warrant Agent. No ink original or medallion guarantee shall be required on any Exercise Notice. On or before the later of (i) the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice duly completed and executed on behalf by the Holder, so long as the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the Warrant Agent within two (2) Trading Days following delivery of the holder hereofExercise Notice, at and (ii) if the principal office Holder has not delivered the Aggregate Exercise Price to the Warrant Agent, in the case of a Cash Exercise, within two (2) Trading Days following delivery of the Company together with payment in full Exercise Notice, the first (1st) Trading Day following the date on which the Holder delivers such Aggregate Exercise Price (such later date, the “Share Delivery Date”), the Warrant Agent shall, upon the request of the Warrant Price then in effect 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 The Depository Trust Company (“DTC”) through its Deposit Withdrawal At Custodian (“DWAC”) system provided the Holder causes its prime broker or an election its clearing agent to initiate a DWAC deposit for the number of Common Shares, or if the Transfer Agent is not participating in the Notice Fast Automated Securities Transfer Program (the “FAST Program”) or if the Warrant Shares are required by law 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 Exercise to net exercise) with respect to the Holder or its designee, for the number of shares of Warrant Common Stock as to which the Holder is entitled pursuant to such exercise. The Company shall deliver any objection to the Exercise Notice on or before the Trading Day following the date on which the Exercise Notice has been delivered to the Company. 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 is being exercised. This Warrant Agent within two (2) Trading Days 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 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. 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 Warrant Agent shall as soon as practicable and in no event later than five (5) Trading Days after any exercise and at the Company’s 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 close number of business Warrant Shares with respect to which this Warrant is exercised. The Company shall pay any and all taxes 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 date income of its surrender 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 tax liability that may arise as a result of transferring this Warrant. While this Warrant remains outstanding, the Company shall maintain a transfer agent that participates in the DTC’s FAST Program. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares or to credit the Holder’s balance account with DTC for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise as provided abovepursuant to an exercise on or before the Share Delivery Date, and if after such date the person entitled Holder purchases (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to receive deliver in satisfaction of a sale by the Holder of the Warrant Stock issuable Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within within three (3) days Trading Days after such datethe Holder’s request and in the Holder’s discretion, the Company at its expense shall cause to be issued and delivered either (i) pay cash to the person Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares or persons entitled credit such Holder’s balance account with DTC) shall terminate, or (ii) promptly honor its obligation to receive deliver to the same Holder a certificate or certificates for the number of full shares of representing such Warrant Stock issuable upon Shares or credit such exercise, together Holder’s balance account with DTC and pay cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. Holder in an amount equal to the excess (if any) of the Buy-In Price over the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant product of like tenor exercisable for the (A) such number of shares for of Common Stock, times (B) the price at which this Warrant may then be exercisedthe sell order giving rise to such purchase obligation was executed.

Mechanics of Exercise. This Subject to the terms and conditions hereof, this Warrant may be exercised by the holder hereofHolder on any day on or after the Issuance Date, in whole or in partpart (but not as to fractional shares), by delivery of a written notice (which may be by facsimile or email), in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and 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 Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is surrendered to the Company by the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice. Within one (1) Trading Day following the date of exercise as aforesaid, the Holder shall deliver the Aggregate Exercise Price for the shares specified in the applicable Exercise Notice by wire transfer or cashier’s check drawn on a United States bank. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required, except as may be required by the Company. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by email or facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder. The Company shall deliver any objection to the Exercise Notice on or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice. In the event of any discrepancy or dispute, the records of the Company shall be controlling and determinative in the absence of manifest error. On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date on which the Holder has delivered to the Company a duly completed and executed on behalf Exercise Notice (the “Share Delivery Date”) and the Aggregate Exercise Price, the Company shall, upon the request of the holder hereofHolder, at issue and register such aggregate number of Ordinary Shares to which the principal office of the Company together with payment Holder is entitled pursuant to such exercise in full of the Warrant Price then in effect (or an election book-entry form in the Notice name of Exercise such Holder thereof in accordance with the instructions delivered to net exercise) the Transfer Agent by the Company. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Principal Market with respect to the number of shares of Warrant Stock Ordinary Shares as to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior to the close of business in effect on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as delivery of the close of business on such Exercise Notice. 1 NTD: Insert date that is 24 months after issuance date. Within three (3If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) days after such date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Stock issuable Shares being acquired upon such an exercise, together then the Company shall as soon as practicable and in no event later than ten (10) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with cash in lieu Section 7(e)) representing the right to purchase the number of any fraction Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of a share as provided aboveWarrant Shares with respect to which this Warrant is exercised. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay any and all taxes that may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issue 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 book-entry accounts for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. In the event The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof. If the Company shall fail for any reason or for no reason to register Warrant Shares in the Holder’s account for such number of Warrant Shares to which the Holder is exercised in partentitled upon the Holder’s exercise of this Warrant, then the Holder shall be entitled, but not required, to rescind the applicable previously submitted Exercise Notice and the Company shall return all consideration paid by Holder for such shares upon such rescission. Notwithstanding anything herein to the contrary, the Company at its expense will execute and deliver a new shall not be required to make any cash payments to the Holder in lieu of issuance of the Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedShares.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder at any time or times on or after the Initial Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereofHolder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, at by notifying the principal office Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Company together Exercise Notice with payment in full respect to less than all of the Warrant Price then in Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of an election 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. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Company has received the Exercise Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and either (A) the issuance of the Warrant Shares or resale of the Warrant Shares by the Holder subject to the Exercise Notice is registered under the 1933 Act on an effective and available registration statement, or (B) such Warrant Shares may be resold by the Holder pursuant to a Permitted Securities Transaction, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) otherwise, issue and dispatch by overnight courier to the address as specified in the Notice Exercise Notice, a certificate, registered in the Company’s share register in the name of Exercise the Holder or its designee, for the number of Warrant Shares to net which the Holder is entitled pursuant to such exercise) . The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the number of shares issuance of Warrant Stock as to which Shares via DTC, if any. Upon delivery of the Warrant is being exercised. This Warrant 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 immediately prior exercised, irrespective of the date such Warrant Shares are credited to the close of business on Holder’s DTC account or the date of its surrender delivery of the certificates evidencing such Warrant Shares, 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 provided above, soon as practicable and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within in no event later than three (3) days Trading Days after such date, the Company any exercise and at its expense shall cause own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveShares to be issued shall be rounded up to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay any and all taxes (other than the Holder’s income taxes) which may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue thereofand 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. In If the event that Holder exercises this Warrant at a time when either (I) the issuance of the Warrant Shares or resale of the Warrant Shares by the Holder subject to the Exercise Notice is exercised in partnot registered under the 1933 Act on an effective and available registration statement or (II) the Holder may not sell the such Warrant Shares pursuant to a Permitted Securities Transaction, the Company at its expense will execute and deliver then any certificate representing such Warrant Shares may contain a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedrestrictive legend.

Mechanics of Exercise. This Warrant may be exercised by (a) In order to exercise Warrants into full shares of Common Stock, the holder hereof, Holder shall (i) fax a copy of the fully executed notice of exercise (purchase form) in whole or in part, by the surrender of this Warrant and the form attached hereto ("Notice of Exercise attached hereto as Exhibit A duly completed and executed on behalf of Exercise") to the holder hereof, Company at the principal office of the Company together with payment in full of for the Warrant Price then in effect (or an election in Common Stock that the Notice of Exercise Holder elects to net exercise) with respect to exercise the same, which notice shall specify the number of shares Warrants to be exercised, the applicable exercise price and a calculation of Warrant Stock as to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior to the close number of business on the date Pares of its surrender for exercise as provided above, and the person entitled to receive the Warrant Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as (together with a copy of the close first page of each certificate to be exercised) prior to Midnight, New York City time (the "Exercise Notice Deadline") on the date of exercise specified on the Notice of Exercise and (ii) surrender the original certificates representing the Warrants being exercised duly endorsed, along with a copy of the Notice of Exercise together with the Warrants and the full exercise price for the Warrants (the "Exercise Documents") no later than Midnight, New York City time the next business on such dateday, to a common courier for either overnight or 2-day delivery to the office of the Company. Within three (3) days after such date, the The Company at its expense shall cause to be issued and delivered within five (5) business days after delivery to the person Company of the facsimile copies of such notice of Exercise and such Warrants to such Holder at the address of the Holder on the books of the Company or persons entitled to receive the same such other address as may be specified by such Holder, a certificate or certificates for the number of full shares of Warrant Common Stock issuable upon such exerciseexercise of Warrants; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock unless either the original Warrants have been received by the Company, or the Holder notifies the Company or its Transfer Agent, or the Holder delivers to the Company an affidavit and indemnification to the effect that such certificates have been lost, stolen or destroyed, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercisedan appropriate indemnity bond.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the holder hereofHolder at any time or times on or after the Issuance Date, in whole or in part, by (i) delivery of a written notice, in the surrender of this Warrant and the Notice of Exercise form attached hereto as Exhibit A duly completed and executed on behalf (the “Exercise Notice”), of the holder hereof, at the principal office Holder’s election to exercise all or part of this Warrant and (ii) (A) payment to the Company together with payment 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 full cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant Price then is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or an election in the Notice other type of Exercise to net exerciseguarantee 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, on the same terms contained herein, evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail or facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise 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 EST on the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be two (2) Trading Days after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall 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 if the Company is then a participant in such system and either (x) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (y) the Warrant Shares are eligible for resale by the Holder 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. 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 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 a certificate is physically delivered. If this Warrant is physically delivered by Holder to the Company in connection with any exercise pursuant to this Section 1(a) and the number of shares Warrant Shares available for exercise pursuant to this Warrant is greater than the number of Warrant Stock as Shares Holder seeks to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior acquire pursuant to the close of business on current exercise, then the date of its surrender for exercise Company shall as provided above, soon as practicable and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within in no event later than three (3) days Trading Days after such date, the Company exercise and at its expense shall cause own expense, issue a new Warrant (on the same terms contained herein and in accordance with Section 6(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued and delivered to upon the person or persons entitled to receive the same a certificate or certificates for exercise of this Warrant, but rather the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided aboveShares to be issued shall be rounded up to the nearest whole number. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, Company shall pay (or reimburse Holder for) any and all taxes which may be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue thereof. In and deliver Warrant Shares in accordance with the event that this Warrant is exercised in partterms 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 at its expense will execute and deliver a new shall not be required to delivery Warrant Shares with respect to an exercise prior to the Holder’s delivery of like tenor exercisable for the number Aggregate Exercise Price (or notice of shares for which this Warrant may then be exercisedCashless Exercise) with respect to such exercise.

Mechanics of Exercise. This Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(g)), this Warrant may be exercised by the holder hereofHolder on any day on or after the Vesting Date, in whole or in part, by delivery to the surrender Company of this Warrant and a notice, in the Notice of Exercise form attached hereto as Exhibit A duly (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and, if such exercise is before the Initial Public Offering, an executed irrevocable proxy (the “Proxy”) in the form attached hereto as Exhibit B (the Exercise Notice, together with, if applicable, the Proxy, being sometimes hereinafter referred to collectively as the “Exercise Documents”). 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 Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant 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 (as defined in Section 1(e)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. 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, if all or any portion of this Warrant is cancelled, the Holder will promptly deliver this Warrant to the Company upon request (and in exchange for a replacement Warrant in the event of partial cancellation as provided herein). Promptly, and in any event with in three (3) Trading Days, after receipt of fully-completed and executed on behalf Exercise Documents, together with the Aggregate Exercise Price if applicable, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Documents, in the form attached hereto as Exhibit C, to the Holder and the Company’s transfer agent (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 (“DTC”) Fast Automated Securities Transfer Program, upon the request of the holder hereofHolder, at the principal office of the Company together with payment in full of the Warrant Price then in effect (or an election in the Notice of Exercise to net exercise) with respect to the credit such aggregate number of shares of Warrant Common Stock as to which the Warrant Holder is being exercised. This Warrant shall be deemed entitled pursuant to have been exercised immediately prior such exercise to the close of business on the date of Holder’s or its surrender for exercise as provided abovedesignee’s balance account with DTC through its Deposit/ Withdrawal at Custodian system, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) days after such date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.or