Common use of Mechanics of Exercise Clause in Contracts

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice on any Business Day, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the fifth (5th) Business Day (the “Warrant Share Delivery Date”) following the date on which the Company receives the Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time to count as received on such date) and payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and together with the Exercise Notice, the “Exercise Deliveries”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company may (or may direct its transfer agent to) deliver, to the address specified in the Exercise Notice, a notice indicating the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise provide confirmation of such entitlement. Upon delivery of the Exercise Deliveries, but subject to Section 1(c), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the notice in respect of such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant 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) Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 5) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this This Warrant may be exercised in whole or in part by the Holder at any time or times during on or after the Exercise Period Initial Exercisability Date and on or before the Expiration Date, in whole or in part, by (i) delivery (whether via facsimile, electronic mail or otherwise) of a written notice on any Business Daynotice, in the form attached hereto as Exhibit A (the “"Exercise Notice”"), of the Holder’s 's election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal and (ii) (A) payment to the applicable number of Warrant Shares purchased. On or before the fifth (5th) Business Day (the “Warrant Share Delivery Date”) following the date on which the Company receives the Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time to count as received on such date) and payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “"Aggregate Exercise Price”, and together with the Exercise Notice, the “Exercise Deliveries”") 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(f)). 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 other type of guarantee 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 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) Trading Day following the date on which the Company has received the applicable Exercise Notice, the Company shall transmit by cashless exercisefacsimile or electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice, in which case there shall be no 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 provided(or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the third (3rd) Trading Day 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) on or prior to the second (2nd) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the second (2nd) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (the "Share Delivery Date"), the Company may 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 may direct its transfer agent todesignee's balance account with DTC through its Deposit/Withdrawal At Custodian system, or (Y) deliverif (i) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or (ii) the shares to be issued have not been registered under the Securities Act or are not freely transferable without restriction or limitation pursuant to Rule 144 under the Securities Act, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a notice indicating certificate, registered in the Company's share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, or otherwise provide confirmation of such entitlementif any, including without limitation for same day processing. Upon delivery of the Exercise Deliveries, but subject to Section 1(c)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 notice in respect of 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 three Trading Days of delivery of the Exercise Notice. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than five three (53) Business Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 57(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice on any Business Daynotice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the fifth (5th) Business second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company receives shall have received the Exercise Notice, which Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time 11 a.m., Miami, Florida time to count as received on such date) , and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, ” and together with the Exercise Notice, the “Exercise DeliveriesDelivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exerciseexercise if permitted under the terms of this Warrant, in which case there shall be no Aggregate Exercise Price provided), the Company may shall (or may direct its transfer agent to) deliver, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a notice indicating certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise provide confirmation of such entitlement. Upon delivery of the Exercise Deliveries, but subject to Section 1(c)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 of delivery of the notice in respect of certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant 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) Business Days three business days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 56) 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. If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an “Event of Default” under the Note. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $3,000 per day, for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise the Warrant is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified. If, at any time during the Exercise Period, there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) Where X = the number of Shares to be issued to Holder. Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation). A = the Market Price (at the date of such calculation).

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this This Warrant may be exercised by the holder hereof, in whole or in part at any time or times during part, by the surrender of this Warrant and the Notice of Exercise Period by delivery of a written notice on any Business Day, in the form attached hereto as Exhibit A (the “Exercise Notice”), duly completed and executed on behalf of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver holder hereof, at the original Warrant principal office of Orthovita together with payment in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion full of the total Warrant Price then in effect with respect to the number of shares of Warrant Shares available hereunder shall have as to which the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedis being exercised. On or before the fifth (5th) Business Day (the “Warrant Share Delivery Date”) following the The date on which the Company receives this Warrant, duly completed and executed Notice of Exercise and payment in full of the Exercise Notice (which must be received by Warrant Price is referred to herein as the "Date of Exercise"; provided that if the Company receives such items on a day that is not a business day or after 5:30 p.m. Eastern Time on a business day, then the Date of Exercise shall be the next business day, This Warrant shall be deemed to have been exercised immediately prior to 5 p.m. Eastern Standard Time the close of business on the Date of Exercise as provided above, and the person entitled to count receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as received the holder of such shares of record as of the close of business on such date) . As promptly as practicable on or after such date, Orthovita at its expense shall cause to be issued and payment of an amount equal delivered to the applicable person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant 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, Orthovita 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. If by the third business day after the Date of Exercise Price multiplied the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to this Section 6, then the Investor will have the right to rescind such exercise. If by the third business day after the Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to this Section 6, and if after such third business day and prior to the receipt of such Warrant Shares, the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of the Warrant Shares which the Investor anticipated receiving upon such exercise (a "Buy In"), then the Company shall either (1) pay in cash to the Investor the amount by which (x) the Investor's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares as that the Company was required to deliver to the Investor in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the date on which all the Investor delivered the Notice of Exercise or a (2) at the option of the Investor, either reinstate the portion of this the Warrant is being exercised (the “Aggregate Exercise Price”, and together with the Exercise Notice, the “Exercise Deliveries”) in cash equivalent number of Warrant Shares for which such exercise was not honored or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company may (or may direct its transfer agent to) deliver, deliver to the address specified in the Exercise Notice, a notice indicating Investor the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Investor shall provide the Company written notice indicating the amounts payable to which the Holder is entitled pursuant Investor in respect of the Buy In. The Company's obligations to such exerciseissue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Investor 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, or any breach or alleged breach by the Investor or any other person of any obligation to the Company or any violation or alleged violation of law by the Investor or any other person, and irrespective of any other circumstance which might otherwise provide confirmation of limit such entitlement. Upon delivery obligation of the Exercise DeliveriesCompany to the Investor in connection with the issuance of Warrant Shares. Nothing herein shall limit a Investor's right to pursue any other remedies available to it hereunder, but subject at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Section 1(c), the Holder shall be deemed for all corporate purposes Company's failure to have become the holder timely deliver certificates representing shares of record Common Stock upon exercise of the Warrant Shares with respect as required pursuant to which this Warrant has been exercised, irrespective of the date of delivery of the notice in respect of such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant 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) Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 5) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercisedterms hereof.

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice on any Business Daynotice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the fifth earlier of (5thi) Business the third Trading Day following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) (the earlier of the aforementioned dates shall be referred to herein as the “Warrant Share Delivery Date”) following the date on which the Company receives the Exercise Notice (which must be received ), and upon receipt by the Company prior of payment to 5 p.m. Eastern Standard Time to count as received on such date) and payment the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, ” and together with the Exercise Notice, the “Exercise DeliveriesDelivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company may shall (or may direct its transfer agent to) deliver, issue and deliver by overnight courier to the address as specified in the Exercise Notice, a notice indicating certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exerciseexercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). As used herein, or otherwise provide confirmation “Standard Settlement Period” means the standard settlement period, expressed in a number of such entitlementTrading Days, on the Principal Market as in effect on the date of delivery of the respective Exercise Notice. Upon delivery of the Exercise Deliveries, but subject to Section 1(c)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 of delivery of the notice in respect of certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise 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) Business Days three business days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 56) 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. If the Company fails to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies at law, under this Warrant, or otherwise, and such failure shall also be deemed an event of default under the Note, a material breach under this Warrant, and a material breach under the Purchase Agreement. If the Market Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective non-stale registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: X = Y (A-B) Where X = the number of Shares to be issued to Holder. Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation). A = the Market Price (at the date of such calculation).

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part by the Holder at any time or times during on or after the Exercise Period Issuance Date, in whole or in part, by delivery of a written notice on any Business Daynotice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. On or prior to the Trading Day immediately preceding the applicable Share Delivery Date (as defined below), the Holder shall either (A) pay to the Company 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)). For the avoidance of doubt, the portion of this Warrant corresponding to the number of shares referenced in an Exercise Notice shall be deemed exercised upon delivery by the Holder of such Exercise Notice to the Company. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises Execution and delivery of this the Exercise Notice with respect to less than all of the Warrant resulting in purchases Shares shall have the same effect as cancellation of the original Warrant and issuance of a portion of new Warrant evidencing the total right to purchase the remaining number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedShares. On or before the fifth first (5th1st) Business Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company receives has received the Exercise Notice, the Company shall transmit by facsimile or electronic mail 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, in each case, following the date on which must the Holder delivers the Exercise Notice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the Trading Day immediately preceding the earlier of clauses (i) and (ii) above (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be received by one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company prior 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 5 p.m. Eastern Standard Time which the Holder is entitled pursuant to count as received on such date) and payment of an amount equal exercise to the applicable Exercise Price multiplied by Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, instruct the Transfer Agent to issue in book-entry form on the books and records of the Transfer Agent, the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and together with the Exercise Notice, the “Exercise Deliveries”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company may (or may direct its transfer agent to) deliver, to the address specified in the Exercise Notice, a notice indicating the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, or otherwise provide confirmation of such entitlementif any. Upon delivery of the Exercise Deliveries, but subject to Section 1(c)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 notice in respect of 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 three (53) Business Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 57(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded to the nearest whole number. The Company shall pay any and all taxes 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. Notwithstanding anything to the contrary herein, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise (if permitted), the Company’s failure to deliver Warrant Shares to the Holder shall not be deemed to be a breach of this Warrant if the Company has not received the Aggregate Exercise Price pursuant to the requirements of this Section 1(a).

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the rights represented by limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Issuance Date (an “Exercise Date”), in whole or in part at any time or times during the Exercise Period part, by delivery (whether via electronic mail or otherwise) of a written notice on any Business Daynotice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant 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 herein). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Partial exercises 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 resulting in purchases and issuance of a portion of new Warrant evidencing the total right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares available hereunder shall have the same effect as cancellation of lowering the outstanding number original of this Warrant after delivery of the Warrant Shares purchasable hereunder in an amount equal to accordance with the applicable number of Warrant Shares purchasedterms hereof. On or before the fifth first (5th1st) Business Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company receives the Exercise Notice (which must be has received by the Company prior to 5 p.m. Eastern Standard Time to count as received on such date) and payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and together with the 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 Deliveries”Notice in accordance with the terms herein. On or before the second (2nd) in cash or by wire transfer of immediately available funds Trading Day following the date on which the Company has received such Exercise Notice (or by cashless exercisesuch earlier date as required pursuant to the 1934 Act or other applicable law, in which case there shall be no Aggregate rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Price providedDate), the Company may shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, or may direct its transfer agent to) delivera similar organization, to upon the address specified in request of the Exercise NoticeHolder, a notice indicating the credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exerciseexercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or otherwise provide confirmation (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program (“FAST”), upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such entitlementexercise. Upon delivery of the an Exercise Deliveries, but subject to Section 1(c)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 notice in respect of certificates evidencing such Warrant SharesShares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseexercise and upon surrender of this Warrant to the Company by the Holder, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than five two (52) 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 57(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 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. Notwithstanding the foregoing, except in 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 (i) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date) and (ii) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Cashless Exercise) (such later date, the “Share Delivery Date”) shall not be deemed to be a breach of this Warrant. Notwithstanding anything to the contrary contained in this Warrant or the Subscription Agreement, after the effective date of the Registration Statement (as defined in the Subscription Agreement), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any resale of Warrant Shares 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 FAST.

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice on any Business Daynotice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the fifth (5th) Business second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company receives shall have received the Exercise Notice, which Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time 11 a.m., Miami, Florida time to count as received on such date) , and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, ” and together with the Exercise Notice, the “Exercise DeliveriesDelivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exerciseexercise if permitted under the terms of this Warrant, in which case there shall be no Aggregate Exercise Price provided), the Company may shall (or may direct its transfer agent to) deliver, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a notice indicating certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise provide confirmation of such entitlement. Upon delivery of the Exercise Deliveries, but subject to Section 1(c)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 of delivery of the notice in respect of certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant 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) Business Days three business days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 56) 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. If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an “Event of Default” under the Note. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $3,000 per day, for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise the Warrant is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified. If, at any time during the Exercise Period, there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula: Where X = the number of Shares to be issued to Holder. Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the date of such calculation).

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, in whole or in part at any time or times during the Exercise Period (but not as to fractional shares), by delivery of a written notice on any Business Day(which may be by facsimile or email), in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal and payment to the applicable number of Warrant Shares purchased. On or before the fifth (5th) Business Day (the “Warrant Share Delivery Date”) following the date on which the Company receives the Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time to count as received on such date) and payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and together with the Exercise Notice, the “Exercise Deliveries”) in cash or by wire transfer of immediately available funds (or 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 cashless exercisethe 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, in which case there the Holder shall be no deliver the Aggregate Exercise Price providedfor 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’s transfer agent for the Common Stock (“Transfer Agent”), . On or before the first (1st) Trading Day following the date on which the Company may (or may direct its transfer agent to) deliver, to the address specified in 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 notice indicating duly completed and executed Exercise Notice (the “Share Delivery Date”) and the Aggregate Exercise Price, the Company or its Transfer Agent shall, upon the request of the Holder, issue and register such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise provide confirmation exercise in book-entry form in the name of such entitlementHolder thereof in accordance with the instructions delivered to the Transfer Agent by the Company. Upon delivery of the Exercise Deliveries, but subject to Section 1(c)Notice and the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the notice in respect of book-entry accounts evidencing such Warrant Shares. 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 Common Stock as in effect on the date of delivery of the Exercise Notice. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than five ten (510) Business Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 57(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 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. 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 the Warrant Shares in the Holder’s account for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant, then the Holder shall be entitled, but not required, to rescind the applicable previously submitted Exercise Notice and the Company or the Transfer Agent shall return all consideration paid by Holder for such shares upon such rescission. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments to the Holder in lieu of issuance of the Warrant Shares.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the rights represented by limitations set forth in Section 1(g)), this Warrant may be exercised by the Holder on any day from and after the Initial Exercise Date, in whole or in part at any time or times during the Exercise Period part, by (i) delivery of a written notice on any Business Daynotice, in the form attached hereto as Exhibit A I (the “Exercise Notice”), of the Holder’s election to exercise this WarrantWarrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)) by delivery of a written notice, in the form attached hereto as Exhibit II. The date the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date”. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises Execution and delivery of this the Exercise Notice with respect to less than all of the Warrant resulting in purchases Shares shall have the same effect as cancellation of the original Warrant and issuance of a portion of new Warrant evidencing the total right to purchase the remaining number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedShares. On or before the fifth (5th) first Business Day following the Exercise Date, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice and the Aggregate Exercise Price to the Holder and the Company’s transfer agent (the “Warrant Share Delivery DateTransfer Agent”) ). On or before the third Business Day following the date on which the Company receives the Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time to count as received on such date) and payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and together with the Exercise Notice, the “Exercise Deliveries”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided)Date, the Company may shall direct the Transfer Agent to credit through The Depository Trust Company (or may direct its transfer agent to“DTC”) deliverFast Automated Securities Transfer Program, to the address specified in the Exercise Notice, a notice indicating the such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, exercise to the Holder’s or otherwise provide confirmation of such entitlementits designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. Upon delivery of On the Exercise Deliveries, but subject to Section 1(c)Date, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the notice in respect of certificates evidencing such Warrant Shares. If Upon surrender of this Warrant is submitted in connection with any exercise and to the number of Warrant Shares represented by this Warrant is greater than the number of Warrant Shares being acquired upon an exerciseCompany following one or more partial exercises, then the Company shall as soon as practicable and in no event later than five (5) three Business Days after any exercise receipt of the Warrant and at its own expense, issue a new Warrant (in accordance with Section 57(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 upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. In the event that the Company is unable to electronically deliver the Warrant Shares because of applicable securities laws, then the Company shall issue and deliver to the address as specified in the Exercise Notice a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the rights represented by limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder, in whole or in part part, at any time on or times during after the Exercise Period Issuance Date by delivery (whether via e-mail, facsimile or otherwise) of a written notice on any Business Daynotice, in the form attached hereto as Exhibit A (the “Exercise Notice”)) to the Warrant Agent or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company or the Warrant Agent, of the 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 Warrant Agent 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 (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds (to the account set forth on Schedule A hereto). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Partial exercises 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 resulting in purchases certificate and issuance of a portion new Warrant certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the total then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate after delivery of the Warrant Shares in accordance with the terms hereof. The Company or the Warrant Agent shall maintain records showing the number of Warrant Shares available hereunder purchased and the date of such purchases. The Company or the Warrant Agent shall have the effect deliver any objection to any Notice of lowering the outstanding number Exercise form within 2 Business Days of Warrant Shares purchasable hereunder in an amount equal to receipt of the applicable number Notice of Warrant Shares purchasedExercise. On or before the fifth first (5th1st) Business Trading Day (the “Warrant Share Delivery Date”) 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, to the Warrant Agent. On or before the third (3rd) Trading Day following the later of (i) the date on which the Warrant Agent has received such Exercise Notice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price (such date is referred to herein as the “Delivery Date”), the Company shall, (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (II) either a registration statement for the issuance to the Holder of the applicable Warrant Shares to be issued pursuant to such Exercise Notice is effective and the prospectus contained therein is usable or such Warrant Shares to be so issued are otherwise freely tradable, cause the Warrant Agent to credit such aggregate number of 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 (which must be received Y) if either of the immediately preceding clauses (I) or (II) are not satisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the Company prior to 5 p.m. Eastern Standard Time to count address as received on such date) and payment of an amount equal to specified in the applicable Exercise Price multiplied by 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 Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and together with the Exercise Notice, the “Exercise Deliveries”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company may (or may direct its transfer agent to) deliver, to the address specified in the Exercise Notice, a notice indicating the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise provide confirmation of such entitlement. Upon delivery the later of (i) the date on which the Warrant Agent has received such Exercise Deliveries, but subject to Section 1(c)Notice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the notice in respect certificates evidencing such Warrant Shares (as the case may be); provided, however, that if the date of such Warrant Sharesreceipt is a date upon which the Common Stock transfer books of the Company are closed, such Holder shall be deemed to have become the record holder of such shares on, the next succeeding day on which the Common Stock transfer books of the Company are open. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than five three (53) 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 58(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 upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the rights represented by limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Issuance Date in whole or in part at any time or times during the Exercise Period part, by delivery (whether via e-mail, facsimile or otherwise) of a written notice on any Business Daynotice, in the form attached hereto as Exhibit A (the “Exercise Notice”) to the Warrant Agent or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company or the Warrant Agent (or to the Company if the exercise is made pursuant to a Cashless Exercise (as defined in Section 1(d)), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Warrant Agent 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 (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds (to the account set forth on Schedule A hereto) if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a 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. Partial exercises 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 resulting in purchases certificate and issuance of a portion new Warrant certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the total then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate after delivery of the Warrant Shares in accordance with the terms hereof. The Holder and the Company or the Warrant Agent shall maintain records showing the number of Warrant Shares available hereunder purchased and the date of such purchases. The Company or the Warrant Agent shall have the effect deliver any objection to any Notice of lowering the outstanding number Exercise form within 2 Business Days of Warrant Shares purchasable hereunder in an amount equal to receipt of the applicable number Notice of Warrant Shares purchasedExercise. On or before the fifth first (5th1st) Business Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company has received an Exercise Notice for a Cashless Exercise, 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, to the Warrant Agent. On or before the third (3rd) Trading Day following (A) in the event of a Cashless Exercise, the date on which the Company has received such Exercise Notice or (B) in the event of an exercise for cash, the later of (i) the date on which the Warrant Agent has received such Exercise Notice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price (such date is referred to herein as the “Delivery Date”), the Company shall, (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (II) either a registration statement for the issuance to the Holder of the applicable Warrant Shares to be issued pursuant to such Exercise Notice (is effective and the prospectus contained therein is usable or such Warrant Shares to be so issued are otherwise freely tradable, cause the Warrant Agent to credit such aggregate number of shares of Common Stock to which must be received by the Company prior Holder is entitled pursuant to 5 p.m. Eastern Standard Time to count as received on such date) and payment of an amount equal exercise to the applicable Exercise Price multiplied by Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if either of the number of Warrant Shares as immediately preceding clauses (I) or (II) are not satisfied, issue and deliver to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”Holder or, and together with at the Holder’s instruction pursuant to the Exercise Notice, the “Exercise Deliveries”) in cash Holder’s agent or by wire transfer of immediately available funds (or by cashless exercisedesignee, in which case there shall be no Aggregate Exercise Price provided)each case, the Company may (or may direct its transfer agent to) deliver, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a notice indicating certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise provide confirmation of such entitlement. Upon delivery (A) in the event of a Cashless Exercise, the date on which the Company has received such Exercise DeliveriesNotice or (B) in the event of an exercise for cash, but subject to Section 1(c)the later of (i) the date on which the Warrant Agent has received such Exercise Notice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the notice in respect certificates evidencing such Warrant Shares (as the case may be); provided, however, that if the date of such Warrant Sharesreceipt is a date upon which the Common Stock transfer books of the Company are closed, such Holder shall be deemed to have become the record holder of such shares on, the next succeeding day on which the Common Stock transfer books of the Company are open. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than five three (53) 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 57(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 upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the rights represented by limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder on any time or times on or after the Initial Exercisability Date, in whole or in part at any time or times during the Exercise Period part, by (i) delivery of a written notice on any Business Daynotice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal and (ii) (A) payment to the applicable number of Warrant Shares purchased. On or before the fifth (5th) Business Day (the “Warrant Share Delivery Date”) following the date on which the Company receives the Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time to count as received on such date) and payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and together with the Exercise Notice, the “Exercise Deliveries”) 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(d)). The 1 Insert number of shares equal to the difference between (i) the Holder’s share of the aggregate principal amount of SPA Securities sold by the Company pursuant to the Securities Purchase Agreement divided by $0.50 and (ii) the Holder’s share of the aggregate principal amount of SPA Securities sold by the Company pursuant to the Securities Purchase Agreement divided by $0.91. 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 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 by cashless exercise, in before the first (1st) Trading Day following the date on which case there shall be no Aggregate the Company has received the Exercise Price providedNotice), the Company may 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 “Share Delivery Date”) so long as the Holder delivers the Aggregate Exercise Price (or may direct notice of a Cashless exercise) on or prior to 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 transfer agent todesignee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) deliverif the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a notice indicating certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, or otherwise provide confirmation of such entitlementif any. Upon delivery of the Exercise DeliveriesNotice, but subject so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to Section 1(c)the Share Delivery Date, 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 notice in respect of 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 three (53) Business Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 57(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the rights represented by limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder, in whole or in part part, at any time on or times during after the Exercise Period Issuance Date by delivery (whether via e-mail, facsimile or otherwise) of a written notice on any Business Daynotice, in the form attached hereto as Exhibit A (the “Exercise Notice”)) to the Warrant Agent or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company or the Warrant Agent, of the 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 Warrant Agent 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 (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds (to the account set forth on Schedule A hereto). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Partial exercises 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 resulting in purchases certificate and issuance of a portion new Warrant certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the total then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate after delivery of the Warrant Shares in accordance with the terms hereof. The Company or the Warrant Agent shall maintain records showing the number of Warrant Shares available hereunder purchased and the date of such purchases. The Company or the Warrant Agent shall have the effect deliver any objection to any Notice of lowering the outstanding number Exercise form within 2 Business Days of Warrant Shares purchasable hereunder in an amount equal to receipt of the applicable number Notice of Warrant Shares purchasedExercise. On or before the fifth first (5th1st) Business Trading Day (the “Warrant Share Delivery Date”) 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, to the Warrant Agent. On or before the third (3rd) Trading Day following the later of (i) the date on which the Warrant Agent has received such Exercise Notice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price (such date is referred to herein as the “Delivery Date”), the Company shall, (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (II) either a registration statement for the issuance to the Holder of the applicable Warrant Shares to be issued pursuant to such Exercise Notice is effective and the prospectus contained therein is usable or such Warrant Shares to be so issued are otherwise freely tradable, cause the Warrant Agent to credit such aggregate number of 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 (which must be received Y) if either of the immediately preceding clauses (I) or (II) are not satisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the Company prior to 5 p.m. Eastern Standard Time to count address as received on such date) and payment of an amount equal to specified in the applicable Exercise Price multiplied by 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 Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and together with the Exercise Notice, the “Exercise Deliveries”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company may (or may direct its transfer agent to) deliver, to the address specified in the Exercise Notice, a notice indicating the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise provide confirmation of such entitlement. Upon delivery the later of (i) the date on which the Warrant Agent has received such Exercise Deliveries, but subject to Section 1(c)Notice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the notice in respect certificates evidencing such Warrant Shares (as the case may be); provided, however, that if the date of such Warrant Sharesreceipt is a date upon which the Common Stock transfer books of the Company are closed, such Holder shall be deemed to have become the record holder of such shares on, the next succeeding day on which the Common Stock transfer books of the Company are open. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than five three (53) 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 57(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 upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.