Common use of Exercise Notice Clause in Contracts

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”) and (ii) in the case of a Cash Exercise (as defined below), deliver on the Exercise Date the Exercise Price to the Company by wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d). Subject to Section 8(d), the Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued if other than the Holder. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise Date: To: PolyPid Ltd. (the “Company”) The undersigned, pursuant to the provisions set forth in the Warrant to which this Exercise DateNotice is attached (the “Warrant”), hereby elects to purchase Series D-2 Preferred Shares of the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”) and (ii) in the case of a Cash Exercise (as defined below), deliver on the Exercise Date the Exercise Price to the Company by wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d)1.4 of the Warrant, and herewith makes payment of US$ , representing the full Exercise Price for such shares in accordance with the Warrant. Subject The undersigned makes again here, with respect to Section 8(d)the securities it is acquiring upon the exercise of the Warrant as contemplated hereby, the Exercise Notice shall also state same representations, warranties and acknowledgements for the name or names benefit of the Company, as it made in which the Warrant. Please issue a certificate representing the Warrant Shares issuable on such exercise shall be issued if other than in the Holder. In name of the case of a dispute undersigned or as otherwise indicated below and deliver it to the calculation of the Exercise Price or address stated below, and if the number of Warrant Shares issuable hereunder shall not be all the Warrant Shares purchasable upon exercise of the Warrant, then please also issue a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant in the name of the undersigned or as otherwise indicated below and deliver it to the address stated below: Name: Address: ID / Social Security No./ company number: Signature: Schedule 1.5 Net Issuance Notice Date: To: PolyPid Ltd. (includingthe “Company”) The undersigned, without limitationpursuant to the provisions set forth in the Warrant to which this Exercise Notice is attached (the “Warrant”), hereby elects to exercise the Warrant, for no additional consideration, for the purchase of Series D-2 Preferred Shares of the Company, pursuant to the provisions of Section 1.5 of the Warrant (net issuance). The undersigned makes again here, with respect to the securities it is receiving upon the exercise of the Warrant as contemplated hereby, the calculation same representations, warranties and acknowledgements for the benefit of any adjustment pursuant to Section 6)the Company, as it made in the Company shall promptly Warrant. Please issue a certificate representing the Warrant Shares in the name of the undersigned or as otherwise indicated below and deliver it to the Holder address stated below, and if the number of Warrant Shares that are shall not disputed, be all the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later Warrant Shares purchasable upon exercise of the date on which Warrant in its entirety via net issuance, then please also issue a new Warrant for the Holder delivers its calculations balance of the Warrant Shares purchasable upon exercise of this Warrant in the name of the undersigned or as otherwise indicated below and deliver it to the Company and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.address stated below: Name: Address: ID / Social Security No./ company number: Signature: Schedule 8.4

Exercise Notice. In order Date: ____________ To: Motus GI Medical Technologies Ltd. The undersigned, pursuant to exercise the provisions set forth in the Warrant to which this Warrant, the Holder shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise Exercise Notice is attached (the “Warrant”), hereby elects to purchase _________ Warrant Shares (as such term is defined in the Warrant) pursuant to Section ‎1.1 of the Warrant, and herewith makes payment of _____________, representing the full Exercise Price for such shares as provided for in such Warrant. The undersigned hereby irrevocably directs that the said shares (or such other securities into which the Warrant is exercisable) be issued and registered in the name of the undersigned, as set forth below. Names Address No. of Shares Signature: Address: Schedule 1.3 Net Issuance Notice Date: ____________ To: Motus GI Medical Technologies Ltd. The undersigned, pursuant to the provisions set forth in the Warrant to which this Exercise Notice is attached (the “Warrant”), hereby elects to exercise the Warrant for the purchase of Warrant Shares (as such term is defined in the Warrant), pursuant to the provisions of Section 1.3 of the Warrant. The undersigned hereby irrevocably directs that the said shares (or such other securities into which the Warrant is exercisable) be issued and registered in the name of the undersigned, as set forth below. Names Address No. of Shares Signature: Address: FIFTH AMENDMENT TO CONVERTIBLE NOTES AGREEMENT This Fifth Amendment to Convertible Notes Agreement (this “Amendment”) is made and entered into as of the __ day of November, 2016 (the “Effective Date”), to by and among Motus GI Medical Technologies Ltd., a company organized under the Company an executed copy laws of the notice State of exercise in the form attached hereto as Exhibit A Israel, with offices at Keren Hayesod 20 Xxxxx Xxxxxx, Xxxxxx (the “Exercise NoticeCompany”) and the persons and entities listed on Exhibit A attached hereto (iithe “Purchasers”) in the case of a Cash Exercise (as defined below), deliver on the Exercise Date the Exercise Price to the Company by wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d). Subject to Section 8(d), the Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued if other than the Holder. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed, the Company and the Holder shall provide each other with their respective calculations, Purchaser and the Company shall submit the disputed calculations to separately, a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company “Party”, and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (together, the “Dispute ProcedureParties”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order Date: ____________ To: Motus GI Medical Technologies Ltd. The undersigned, pursuant to exercise the provisions set forth in the Warrant to which this Warrant, the Holder shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise Exercise Notice is attached (the “Warrant”), hereby elects to purchase _________ Warrant Shares (as such term is defined in the Warrant) pursuant to Section ‎1.1 of the Warrant, and herewith makes payment of _____________, representing the full Exercise Price for such shares as provided for in such Warrant. The undersigned hereby irrevocably directs that the said shares (or such other securities into which the Warrant is exercisable) be issued and registered in the name of the undersigned, as set forth below. Names Address No. of Shares Signature: Address: Schedule 1.3 Net Issuance Notice Date: ____________ To: Motus GI Medical Technologies Ltd. The undersigned, pursuant to the provisions set forth in the Warrant to which this Exercise Notice is attached (the “Warrant”), hereby elects to exercise the Warrant for the purchase of Warrant Shares (as such term is defined in the Warrant), pursuant to the provisions of Section 1.3 of the Warrant. The undersigned hereby irrevocably directs that the said shares (or such other securities into which the Warrant is exercisable) be issued and registered in the name of the undersigned, as set forth below. Names Address No. of Shares Signature: Address: Exhibit D Joinder to Convertible Notes Agreement JOINDER TO CONVERTIBLE NOTES AGREEMENT This Joinder to Convertible Notes Agreement (this “Joinder”) is made as of _______, 2016 (the “Effective Date”), to by and between Motus GI Medical Technologies Ltd., a company organized under the Company an executed copy laws of the notice State of exercise in the form attached hereto as Exhibit A Israel, with offices at Keren Hayesod 20 Xxxxx Xxxxxx, Xxxxxx (the “Exercise NoticeCompany”) and (ii) in the case of a Cash Exercise (as defined below), deliver on the Exercise Date the Exercise Price to the Company by wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d). Subject to Section 8(d)______________, the Exercise Notice shall also state the name following persons or names in which the Warrant Shares issuable on such exercise shall be issued if other than the Holder. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (includingentities, without limitation, the calculation of any adjustment pursuant to Section 6), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations offices at ______________________ (the “Dispute ProcedureAdditional Purchaser”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order Date: ____________ To: Motus GI Medical Technologies Ltd. The undersigned, pursuant to exercise the provisions set forth in the Warrant to which this Warrant, the Holder shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise Exercise Notice is attached (the “Exercise DateWarrant”), hereby elects to the Company an executed copy of the notice of exercise purchase _________ Warrant Shares (as such term is defined in the form attached hereto as Exhibit A (the “Exercise Notice”) and (ii) in the case of a Cash Exercise (as defined below), deliver on the Exercise Date the Exercise Price to the Company by wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in partWarrant) pursuant to Section 1(d)‎1.2 of the Warrant, and herewith makes payment of _____________, representing the full Exercise Price for such shares as provided for in such Warrant. Subject to Section 8(d), The undersigned hereby irrevocably directs that the Exercise Notice shall also state the name said shares (or names in such other securities into which the Warrant Shares issuable on such exercise shall is exercisable) be issued if other than and registered in the Holdername of the undersigned, as set forth below. In the case Names Address No. of a dispute as Shares Signature: Address: Schedule 1.3 Net Issuance Notice Date: ____________ To: Motus GI Medical Technologies Ltd. The undersigned, pursuant to the calculation of provisions set forth in the Warrant to which this Exercise Price or Notice is attached (the number “Warrant”), hereby elects to exercise the Warrant for the purchase of Warrant Shares issuable hereunder (includingas such term is defined in the Warrant), without limitation, the calculation of any adjustment pursuant to the provisions of Section 6), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later 1.3 of the date on Warrant. The undersigned hereby irrevocably directs that the said shares (or such other securities into which the Holder delivers its calculations to Warrant is exercisable) be issued and registered in the Company and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder name of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)undersigned, as set forth below. Such accountant’s calculation shall be deemed conclusive absent manifest errorNames Address No. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.Shares Signature: Address: THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF MOTUS GI MEDICAL TECHNOLIGIES, LTD. A PRIVATE COMPANY LIMITED BY SHARES UNDER THE COMPANIES LAW, 5759-1999 * * * *

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission or electronic mail transmission, at any time prior to 5:00 p.m., New York City eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”) and (ii) in the case of a Cash Exercise (as defined below), deliver on and, shall forward to the Exercise Date Company the Exercise Price to the Company by wire transfer of immediately available fundsto an account designated by the Company. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d). Subject to Section 8(d), the Exercise Notice shall also state the name or names (with address) in which the Warrant Ordinary Shares that are issuable on such exercise shall be issued if other issued. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the HolderWarrant 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 case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 65 below and the Cashless Exercise mechanism pursuant to Section 1(c) hereunder), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed, the Company disputed and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two three (23) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to [To be executed only upon exercise of Warrant] The undersigned registered owner of this WarrantWarrant irrevocably exercises this Warrant for the purchase of the number of shares of Common Stock of International Alliance Services, Inc. as is set forth below, and herewith makes payment therefor, all at the Holder shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, price and on the Business Day on which terms and conditions specified in the Holder wishes to effect attached Warrant Certificate and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise (exercise) be issued in the “Exercise Date”), name of and delivered to the Company an executed copy person specified below whose address is set forth below, and, if such shares of Common Stock shall not include all of the notice shares of exercise Common Stock now and hereafter issuable as provided in the form attached hereto as Exhibit A (the “Exercise Notice”) and (ii) in the case of a Cash Exercise (as defined below)Warrant Certificate, deliver on the Exercise Date the Exercise Price then International Alliance Services, Inc. shall, at its own expense, promptly issue to the Company by wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with undersigned a new Warrant if exercised Certificate of like tenor and date for the balance of the shares of Common Stock issuable thereunder. Date: ------------------- Amount of Shares Purchased: ------------------- Aggregate Purchase Price: $ ------------------ Printed Name of Registered Holder: --------------------------- Signature of Registered Holder: ------------------------------ NOTICE: The signature on this Exercise Notice must correspond with the name as written upon the face of the attached Warrant Certificate in partevery particular, without alteration or enlargement or any change whatsoever. Stock Certificates to be issued and registered in the following name, and delivered to the following address: ------------------------------- (Name) pursuant to Section 1(d). Subject to Section 8(d)------------------------------- (Street Address) ------------------------------- (City) (State) (Zip Code) EXHIBIT 2 ASSIGNMENT NOTICE [To be executed only upon transfer of Warrant] FOR VALUE RECEIVED, the Exercise Notice shall also state undersigned hereby sells, assigns and transfers unto the name or names in which person named below, whose address is set forth below, the rights represented by the attached Warrant Shares issuable on such exercise shall be issued if other than the Holder. In the case of a dispute as Certificate to the calculation of the Exercise Price or purchase the number of shares of the Common Stock of Century Business Services, Inc. ("CBIZ") as is set forth below, to which the attached Warrant Shares Certificate relates, and appoints ________________________________ attorney to transfer such rights on the books of CBIZ with full power of substitution in the premises. If such shares of Common Stock of CBIZ shall not include all of the shares of Common Stock now and hereafter issuable hereunder (includingas provided in the attached Warrant Certificate, without limitationthen CBIZ, the calculation of any adjustment pursuant to Section 6)at its own expense, the Company shall promptly issue to the Holder undersigned a new Warrant of like tenor and date for the number balance of the Common Stock issuable thereunder. Date: ------------------- Amount of Warrants Transferred: ---------------------- Printed Name of Registered Holder: ------------------- Signature of Registered Holder: --------------------- NOTICE: The signature on this Assignment Notice must correspond with the name as written upon the face of the attached Warrant Shares that are not disputedCertificate in every particular, without alteration or enlargement or any change whatsoever. The Warrant Certificate for transferred Warrants is to be issued and registered in the Company and the Holder shall provide each other with their respective calculationsfollowing name, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two following address: ------------------------------- (2Name) Business Days following the day on which such accountant received the disputed calculations ------------------------------- (the “Dispute Procedure”Street Address) ------------------------------- (City) (State) (Zip Code). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order To [ ]: The undersigned hereby irrevocably elects to exercise purchase _____________ Units of Generex Biotechnology Corporation, pursuant to the Additional Investment Right, originally issued [ ], 2004 (the "ADDITIONAL INVESTMENT RIGHT"), and the Holder encloses herewith $________ in cash, certified or official bank check or checks or other immediately available funds, which sum represents the aggregate Exercise Price (as defined in the Additional Investment Right) for the number of Units to which this WarrantExercise Notice relates, together with any applicable taxes payable by the undersigned pursuant to the Additional Investment Right. By its delivery of this Exercise Notice, the Holder shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), undersigned represents and warrants to the Company an executed copy of the notice of exercise that in the form attached hereto as Exhibit A (the “Exercise Notice”) and (ii) in the case of a Cash Exercise (as defined below), deliver on the Exercise Date the Exercise Price giving effect to the Company by wire transfer exercise evidenced hereby the Holder will not beneficially own in excess of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d). Subject to Section 8(d), the Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued if other than the Holder. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11 of this Additional Investment Right to which this notice relates. The undersigned requests that certificates for the Exercise Shares issuable hereunder upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER (including, without limitation, the calculation of any adjustment pursuant to Section 6), the Company shall promptly issue to the Holder the number of Warrant Shares Please print name and address) The undersigned requests that are not disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Notice is delivered to Warrants issuable upon this exercise be issued in the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number name of Warrant Shares issuable hereunder PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER (Please print name and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”address). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise [Warrant Agent’s address] Attention: Tender Department The undersigned (the “Exercise DateRegistered Holder”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A ) hereby irrevocably exercises [ ] Warrants (the “Exercise NoticeExercised Warrants”) and (ii) delivers to you herewith a Warrant Certificate or Certificates, registered in the case Registered Holder’s name, representing a number of a Cash Exercise (as defined below), deliver on the Exercise Date the Exercise Price Warrants at least equal to the Company by wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d). Subject to Section 8(d), the Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued if other than the Holder. In the case of a dispute as to the calculation of the Exercise Price or the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Shares issuable hereunder Agent (including, without limitation, a) to deliver the calculation of any adjustment pursuant to Section 6), the Company shall promptly issue to the Holder Offered Securities as follows: and (b) if the number of Warrant Shares that are not disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other Exercised Warrants is less than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrants represented by the enclosed Warrant Shares issuable hereunder and Certificate, to notify deliver a Warrant Certificate representing the Company unexercised Warrants to: Dated: [Registered Holder] By: Authorized Signature Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Warrants] GLOBAL WARRANT SCHEDULE OF EXCHANGES The initial number of Warrants represented by this Global Warrant is . In accordance with the Warrant Agreement and the Holder Unit Agreement dated as of [ ], 2003 among the Issuer, [ ] as Unit Agent, as Warrant Agent, as Collateral Agent, if applicable, and as Trustee under the Indenture referred to therein and the holders from time to time of the results in writing no later than two Units described therein, the following (2A) Business Days following exchanges of [the day number of Warrants indicated below for a like number of Warrants to be represented by a Global Warrant that has been separated from a Unit (a “Separated Warrant”)]4 [the number of Warrants that had been represented by a Global Warrant that is part of a Unit (an “Attached Unit Warrant”) for a like number of Warrants represented by this Global Warrant]5 or (B) reductions as a result of the exercise of the number of Warrants indicated below have been made: Date of Exchange or Exercise [Number Exchanged for Separated Warrants]6 [Reduced Number Outstanding Following Such Exchange]5 [Number of Attached Unit Warrants Exchanged for Warrants represented by this Separated Warrant] [Increased Number Outstanding Following Such Exchange Number of Warrants Exercised Reduced Number Outstanding Following such Exchange Notation Made by or on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees Behalf of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.Warrant Agent

Exercise Notice. In order This Warrant may, at the option of the holder, be exercised in whole or in part from time to time by delivering to the Company at its principal business office, to the attention of the Chief Executive Officer, or to any transfer agent for the Common Stock, on or before 5:00 p.m., Eastern Time, on the Expiration Date, (i) a written notice of such holder's election to exercise this Warrant, the Holder shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise Warrant (the “"Exercise Date”Notice"), to the Company an executed copy of the which notice of exercise may be in the form of the Notice of Exercise attached hereto as Exhibit A (hereto, properly executed and completed by the “Exercise Notice”) and holder or, if applicable, an authorized officer thereof; (ii) the aggregate exercise price, payable at the holder's election (A) in the case of a Cash Exercise (as defined below)cash, deliver on the Exercise Date the Exercise Price by certified or official bank check payable to the Company by wire transfer order of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant Company, in an amount equal to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d). Subject to Section 8(d), the Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued if other than the Holder. In the case of a dispute as to the calculation product of the Exercise Price or MULTIPLIED BY the number of Warrant Shares issuable hereunder specified in the Exercise Notice, (includingB) by delivering for surrender and cancellation to the Company, without limitation, the calculation such portion of any adjustment pursuant to Section 6this Warrant with an aggregate Surrender Value (as hereinafter defined), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later as of the date on which of such exercise, equal to such product, or (C) through any combination thereof; and (iii) this Warrant (the Holder delivers its calculations items specified in (i), (ii) and (iii) are collectively the "Exercise Materials"). If a mutilated Warrant is surrendered to the Company, or if the holder claims and submits an affidavit or other evidence satisfactory to the Company and to the effect that the Warrant has been lost, destroyed or wrongfully taken, then the Company will issue a replacement Warrant Certificate; provided, however, that the Company may reasonably require that any such holder must furnish an indemnity bond, or other form of indemnity, sufficient in the reasonable judgment of the Company to protect the Company from any loss that it may suffer if a Warrant is replaced in such circumstances. For purposes of clause (ii) above, the "Surrender Value" of this Warrant is equal to the Fair Market Value, as of the date on which of such surrender, of the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder upon the exercise hereof, MINUS the aggregate Exercise Price of this Warrant; and to notify the Company and the Holder such "Fair Market Value" means (x) if shares of the results Common Stock are then listed or admitted to trading on any national securities exchange or traded on any national market system, the average of the daily closing prices for the 20 trading days before such date; (y) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or traded on any national market system, the average of the reported closing bid and asked prices thereof on such date in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne over-the-counter market as shown by the party whose calculations were most at variance with those Nasdaq Stock Market or, if such shares are not then quoted in such system, as published by the National Quotation Bureau, Incorporated or any similar successor organization, and in either case as reported by any member firm of such accountantthe New York Stock Exchange selected by the Company; or (z) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or traded on any national market system, if no closing bid and asked prices thereof are then so quoted or published in the over-the-counter market, the Fair Market Value of a Warrant Share as determined in good faith by the Company's Board of Directors.

Exercise Notice. In order (a) If an Investor wishes to exercise this Warrantits Participation Right or its Top-up Right, the Holder such Investor shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), give written notice to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A Corporation (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares that such Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The applicable Investor shall deliver an Exercise Notice to subscribe to: (i) an Offering (other than in connection with a public offering that is a bought deal), within five Business Days after the date of receipt of an Offering Notice; (ii) in the case of a Cash Exercise (as defined belowsubject to Section 4.6(d), deliver on an Offering that is a bought deal, within two Business Days after the Exercise Date the Exercise Price to the Company by wire transfer date of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation receipt of an Offering Notice; or (and replacement with a new Warrant if exercised in partiii) pursuant subject to Section 1(d). Subject to Section 8(d4.5(d), the Exercise Notice shall also state issuance of Top-up Shares, within five Business Days after the name or names in which the Warrant Shares issuable on such exercise shall be issued if other than the Holder. In the case date of receipt of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Top-up Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute ProcedureNotice Period”). Such accountant’s calculation , failing which such Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Offering or issuance of Top-up Shares, as applicable, and any rights that such Investor may have had to subscribe for any of the Offered Securities or Top-up Shares, as applicable, shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those extinguished, in respect of such accountantOffering or issuance of Top-up Shares. For the avoidance of doubt, an Investor is not entitled to exercise its Participation Right in connection with any Offering in respect of which it has delivered a Piggyback Registration Notice.

Exercise Notice. In order to Lexicon may exercise this Warrant, the Holder shall (i) send Purchase Option only by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy delivery of the a notice of exercise in the form attached hereto as Exhibit A 1 (the “Purchase Option Exercise Notice”) and (ii) in during the case of a Cash Exercise (as defined below), deliver on the Exercise Date the Exercise Price to the Company by wire transfer of immediately available fundsPurchase Option Period. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d). Subject to Section 8(d), the Purchase Option Exercise Notice shall also state the name or names in which the Warrant Shares issuable be delivered on such exercise a Business Day to Holdings and Symphony Icon and shall be issued if other than the Holderirrevocable once delivered. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the The date on which the Holder delivers its calculations to the Company and the date on which the Purchase Option Exercise Notice is first delivered to Holdings and Symphony Icon is referred to as the Company“Purchase Option Exercise Date.” The Purchase Option Exercise Notice shall contain (1) an estimated date for the settlement of the Purchase Option (the “Purchase Option Closing”), which date shall be estimated in accordance with this Section 2(a), (2) the Purchase Price, determined in accordance with Section 2(b) hereof, and (3) if Lexicon Confidential materials omitted and filed separately with the Securities and Exchange Commission. The Company shall use its best efforts Asterisks denote omissions. intends to cause pay part of the Purchase Price in Lexicon Common Stock, notice of such accountant to calculate the Exercise Price and/or intent, the number of Warrant Shares issuable hereunder and shares to notify be transferred at such purchase price, the Company valuation thereof and the Holder percentage such portion bears to (A) the Purchase Price, and (B) the total amount of Lexicon Common Stock then issued and outstanding (which shall be no greater percentages than are permitted under Section 2(c)). Such notice and election shall be irrevocable once delivered. If, during the period following the delivery of the results in writing no later than two (2) Business Days following Purchase Option Exercise Notice, [**]. All cash and cash equivalents on Symphony Icon’s balance sheet on the day on which such accountant received date of the disputed calculations Purchase Option Closing (the “Dispute ProcedurePurchase Option Closing Date”). Such accountant’s calculation ) will not be transferred or distributed to Holdings and shall be deemed conclusive absent manifest errorretained by Symphony Icon or Lexicon. The fees of any such accountant Purchase Option Closing Date shall be borne by the party whose calculations were most at variance with those of such accountant.determined as follows:

Exercise Notice. TAPIMMUNE INC. The undersigned holder (the “Holder”) hereby exercises the right to purchase shares of common stock (“Warrant Shares”) of TapImmune Inc., a Nevada corporation (the “Company”), pursuant to that certain Series C Warrant originally issued on January 12, 2015, as amended (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant. In order consideration of the Company entering into that certain Warrant Amendment Agreement of even date herewith with the Holder (the “Warrant Amendment Agreement”) and subject to exercise this Warrantthe satisfaction or waiver by Holder of the conditions set forth in Section 10(a) of the Warrant Amendment Agreement, the Holder shall (i) send by facsimile transmission at any time prior agrees to 5:00 p.m., New York City time, on pay the Business Day on which aggregate exercise price in the Holder wishes to effect such exercise (the “Exercise Date”), sum of $ to the Company an executed copy in accordance with the terms of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”) and (ii) in the case of a Cash Exercise (as defined below), deliver Warrant not later than 2 p.m. on the Exercise Date the Exercise Price to the Company by first business day hereafter in cash or via wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to acknowledges that the Company for cancellation (will enter into other agreements with other third parties and replacement with a new Warrant if exercised incur substantial obligations thereunder in part) pursuant to Section 1(d). Subject to Section 8(d)reliance upon the Holder’s execution of this exercise notice, and agrees that the Exercise Notice shall also state the name or names in which exercise of the Warrant Shares issuable on such exercise shall be issued if other than the Holder. In the case of a dispute as to the calculation of the Exercise Price or for the number of Warrant Shares issuable hereunder (including, without limitation, set forth above upon the calculation of any adjustment pursuant to Section 6), the Company terms set forth herein shall promptly issue to the Holder the number of Warrant Shares that are not disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Notice is delivered to the Companybe irrevocable. The Company shall use deliver to the Holder, or its best efforts to cause such accountant to calculate the Exercise Price and/or the number designee or agent as specified below, shares of Warrant Shares issuable hereunder and to notify the Company and the Holder Common Stock in respect of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”)exercise contemplated hereby. Such accountant’s calculation Delivery shall be deemed conclusive absent manifest error. The fees made to the undersigned holder, or for its benefit, to the following address: Date: August , 2016 Name of any such accountant shall be borne Registered Holder By: Name: Title: Account Number: (if shares are delivered by the party whose calculations were most at variance with those of such accountant.electronic book entry transfer) Transaction Code Number: (if shares are delivered by electronic book entry transfer)

Exercise Notice. In order Such Purchase Option must be exercised, if at all, by Tenant delivering to Landlord notice thereof (the "Exercise Notice ") no earlier than 12 months prior to the expiration or termination of the initial Lease Term, it being understood that Tenant shall not have the right to exercise this Warrantthe Purchase Option until the last year of the initial Term. If Tenant does not timely deliver the Exercise Notice, the Holder option herein granted shall terminate; time being of the essence with respect to the delivering thereof. If Tenant timely delivers an Exercise Notice, then Landlord shall sell to Tenant, and Tenant shall purchase from Landlord, the Property for 110% of the fair market value of the Property (which fair market value shall be determined without the inclusion of any Tenant Funded Improvements, it being understood that any determination of the fair market value of the Property shall be made as if the Tenant Funded Improvements had not been constructed at the Property). Landlord shall provide Tenant with Landlord's form of purchase and sale agreement for the sale of the Property within five (5) business days after Landlord's receipt of the Exercise Notice (the "Option PSA"). The Option PSA may provide for the following: (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy sale of the notice Property on an "as is" basis, with all faults and defects and without any representations or warranties of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”) and any kind, whether express or implied; (ii) in a fifteen (15)-day due diligence period (the case "Inspection Period") following the date the Purchase and Sale Agreement is executed by both parties; (iii) a cash deposit equal to ten percent (10%) of a Cash Exercise (as defined below), deliver on the Exercise Date the Exercise Purchase Price to be paid by Tenant to Landlord upon execution of the Company Purchase and Sale Agreement, which funds shall be held in escrow in an interest bearing account, shall be non-refundable to Tenant after the Inspection Period for any reason other than a material default by wire transfer of immediately available funds. The Holder Landlord, and shall promptly thereafter deliver the original Warrant be applicable to the Company for cancellation Purchase Price at the Close of Escrow; (and replacement with a new Warrant if exercised in partiv) pursuant to Section 1(d). Subject to Section 8(d), all cash consideration; (v) that the Exercise Notice closing of the sale transaction shall also state occur upon the name or names in which expiration of the Warrant Shares issuable on such exercise initial Lease Term; (vi) that Tenant shall be issued if other than responsible for all closing costs in connection with the Holder. In the case of a dispute as to the calculation purchase of the Exercise Price or the number of Warrant Shares issuable hereunder (Property, including, without limitation, the calculation of any adjustment pursuant all deed stamps and other recording costs, escrow and title fees and transfer taxes; and (vii) such other terms and conditions as Landlord desires to Section 6), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountantinclude.

Exercise Notice. In order to [To be executed only upon exercise of Warrant] The undersigned registered owner of the attached Warrant Certificate irrevocably exercises this Warrant, Warrant for the Holder shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on purchase of the Business Day on which the Holder wishes to effect such exercise number of shares of Common Stock of Zix Corporation (the “Exercise DateCompany”)) as is set forth below, and herewith makes payment therefor, all at the price and on the terms and conditions specified in the attached Warrant Certificate and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to the Company an executed copy person specified below whose address is set forth below, and, if such shares of Common Stock shall not include all of the notice shares of exercise Common Stock now and hereafter issuable as provided in the form attached hereto as Exhibit A (the “Exercise Notice”) and (ii) in the case of a Cash Exercise (as defined below)Warrant Certificate, deliver on the Exercise Date the Exercise Price to then the Company by wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d). Subject to Section 8(d)shall, the Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued if other than the Holder. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (includingat its own expense, without limitation, the calculation of any adjustment pursuant to Section 6), the Company shall promptly issue to the Holder undersigned a new Warrant Certificate of like tenor and date for the number balance of the shares of Common Stock issuable thereunder. Date: Amount of Shares Purchased: Aggregate Purchase Price: $ OR Cashless Exercise Printed Name of Registered Holder: Signature of Registered Holder: NOTICE: The signature on this Exercise Notice must correspond with the name as written upon the face of the attached Warrant Shares that are not disputedCertificate in every particular, without alteration or enlargement or any change whatsoever. Stock Certificates to be issued and registered in the Company and the Holder shall provide each other with their respective calculationsfollowing name, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two following address: (2Name) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.Street Address) (City) (State) (Zip Code) EXHIBIT B

Exercise Notice. In order To: The Directors China Food Company plc (“the Company”) (Registered in England and Wales under no. 06077223) 00 Xxxxxxx Xxxxxx Xxxxxx W1S 1HU From: [Warrantholder] Date: [●] Part A I/We, the registered holder(s) of the Warrants hereby give notice in accordance with and pursuant to the terms of the Warrants of my/our wish to exercise this Warrantmy/our Warrants in accordance with the particulars below. Number of Ordinary Shares to be issued Residual number of Ordinary Shares subject to Subscription Rights I/We hereby notify you for the purposes of the attached Condition 10.3 that the Subscription Rights in respect of which [certain of] the Warrants are hereby exercised have been assigned and that the Subscription Rights shall be exercisable by the following persons in respect of the following number of Ordinary Shares:- [names and addresses of Warrantholder and/or assignees] [number of Ordinary Shares] I/We confirm that £[●] has been transferred to the bank account notified to me/us by China Food Company plc being payment in full at the Subscription Price per share for the total number of Ordinary Shares for which I/we [and such assignees] wish to subscribe. Part B I/We desire all of such Ordinary Shares to be registered in [my/our name(s)][in the name of the subscribers identified above]. Part C (CREST) Electronic book entry transfer of depository interests representing such Ordinary Shares requested: (check one) (1) YES NO Crest Participant ID: Crest Account ID: Please issue the Ordinary Shares to [me/us] [the above subscribers] to the address shown above or, the Holder shall (i) send by facsimile transmission at any time prior to 5:00 p.m., New York City time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”)if no address is given, to the Company an executed copy registered address of the notice Warrantholder. [Or] Part D (hard copy certificates) I/We hereby authorise the despatch of exercise the certificate(s) in respect of the Ordinary Shares in the form attached hereto as Exhibit A (the “Exercise Notice”) and (ii) in the case of a Cash Exercise (as defined below), deliver on the Exercise Date the Exercise Price Company to be allotted to [me/us][the above subscribers] by post to the Company by wire transfer of immediately available funds. The Holder shall promptly thereafter deliver the original Warrant address shown above or if no address is given to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 1(d). Subject to Section 8(d), the Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued if other than the Holder. In the case of a dispute as to the calculation registered address of the Exercise Price or the number Warrantholder. ……………………………………… …………………………… Signature of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed, the Company and the Holder shall provide each other with their respective calculations, and the Company shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the later of the date on which the Holder delivers its calculations to the Company and the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.registered Warrantholder Date NOTES