Common use of Warrant Shares Clause in Contracts

Warrant Shares. Subject to the other provisions of this Warrant, on or before the fifth (5th) day following the date on which the Company has received an Exercise Notice, so long as the Warrant Holder delivers the Warrant Price, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(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 Warrant Shares to be issued shall be rounded up to the nearest whole number.

Warrant Shares. Subject to the other provisions of this Warrant, on On or before the fifth third (5th3rd) business day following the date on which the Company has received an such Exercise Notice, so long as the Warrant Holder delivers the Warrant Priceggregate Exercise Price payable with respect to such exercise, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(d11(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 Warrant Shares to be issued shall be rounded up to the nearest whole number.

Warrant Shares. Subject to the other provisions of this Warrant, on On or before the fifth first (5th1st) day Business Day (as hereafter defined) following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment or confirmation of receipt of such Exercise Notice to the Holder. On or before the third (3rd) Business Day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the Warrant PriceAggregate Exercise Price on or prior to the second (2nd) Business Day following the date on which the Company has received such Exercise Notice, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share shareholder register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for representing the number of shares of Common Stock Warrant Shares to which the Warrant 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 related to the issuance of shares of Common Stock via DTCsuch Warrant Shares, if availableany. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant is submitted in connection with any exercise pursuant to this Section 3 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(d11(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 Fractional shares of Common Stock stock are to be issued upon the exercise of this Warrant, but rather . The Company shall pay any and all taxes and fees which may be payable with respect to the number issuance and delivery of Warrant Shares to be issued upon exercise of this Warrant. Following the exercise in full of this Warrant, the Holder shall be rounded up deliver this original Warrant certificate to the nearest whole numberCompany. For purposes of this Warrant, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Warrant Shares. Subject to the other provisions If all or any portion of this a Pre-Funded Warrant, on Warrant or before the fifth (5th) day following the date on which the Company has received a Representative’s Warrant is exercised at a time when there is an Exercise Notice, so long as the Warrant Holder delivers the Warrant Price, the Company shall issue and deliver effective registration statement to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant 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 cover the issuance of shares of Common Stock via DTCthe Pre-Funded Warrant Shares, if available. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Representative’s Warrant Shares (Shares, as the case may be), or if the Pre-Funded Warrant, Warrant or Representative’s Warrant is exercised via cashless exercise at a time when such Pre-Funded Warrant Shares, Warrant Shares or Representative’s Warrant Shares are eligible for resale under Rule 144 by a non-affiliate of the Company, the Pre-Funded Warrant Shares, Warrant Shares or the Representative’s Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If this at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Pre-Funded Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Shares, Warrant Shares represented by this or the Representative’s Warrant submitted Shares) is not effective or is not otherwise available for exercise is for a greater number the sale of the Pre-Funded Warrant Shares, Warrant Shares than or the number of Representative’s Warrant Shares being acquired upon an exercise, then, at the request of the Warrant HolderShares, the Company shall as soon as practicable immediately notify the holders that have provided it an address of the Pre-Funded Warrants, Warrants or the Representative’s Warrant Agreement in writing that such registration statement is not then effective and in no event later than three (3) business days after any exercise thereafter shall promptly notify such holders when the registration statement is effective again and at its own expenseavailable for the sale of the Pre-Funded Warrant Shares, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less or the number of Representative’s Warrant Shares with respect (it being understood and agreed that the foregoing shall not limit the ability of the Company to which this Warrant is exercised. No fractional shares issue, or any holder thereof to sell, any of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Pre-Funded Warrant Shares to be issued shall be rounded up to the nearest whole numberor Warrant Shares in compliance with applicable federal and state securities laws).

Warrant Shares. Subject The Company shall give the Holder written notice of the Company's exercise of each option to require mandatory exercise of outstanding Warrants within five (5) business days after the occurrence of events triggering the Company's right to exercise such option. If the Company does not timely give the Holder such notice and the Mandatory Market Price falls below $1.50 per share, then the Company's right to exercise each such option shall lapse for the time being and shall reoccur each time the Mandatory Market Price again equals or exceeds $1.50 per share until the Company exercises each such option. The rights represented by this Warrant shall be exercised by the holder hereof, in whole or in part, but not as to a fractional share of Series A Preferred Stock, by the surrender of this Warrant (properly endorsed) at the office of the Corporation or its transfer agent, and by payment to the other provisions Corporation of the Exercise Price in cash or by wire transfer, for each share being purchased. Upon the exercise of this Warrant, on a certificate or before certificates for the fifth (5th) day following the date on which the Company has received an Exercise Notice, shares of Series A Preferred Stock so long as the Warrant Holder delivers the Warrant Price, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificatepurchased, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated holder, shall be promptly delivered to the holder hereof within a reasonable time. The person in the applicable Exercise Notice), whose name any certificate for the number of shares of Common Series A Preferred Stock to which the is issued upon exercise of this Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall purposes be deemed for all corporate purposes to have become the holder of record of such shares on the date on which the Warrant Shares with respect to which this Warrant has been exercised, irrespective was surrendered and payment of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or Exercise Price and any applicable taxes was made, except that, if the date of delivery such surrender and payment is a date on which the stock transfer books of the certificates evidencing Corporation are closed, such Warrant Shares (as person shall be deemed to have become the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number holder of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, such shares at the request close of business on the Warrant Holder, next succeeding date on which the Company shall as soon as practicable and in no event later than three (3) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(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 stock transfer books are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole numberopen.

Warrant Shares. Subject If all or any portion of the Warrants or Pre-Funded Warrants are exercised at a time when there is an effective registration statement to cover the other provisions issuance or resale of this Warrantthe Warrant ADSs, on Pre-Funded Warrant ADSs or before Class A Ordinary Shares underlying the fifth (5th) day Warrant ADSs or Pre-Funded Warrant ADSs, or if the Warrants or Pre-Funded Warrants are exercised via cashless exercise, the Warrant ADSs, Pre-Funded Warrant ADSs or Class A Ordinary Shares underlying the Warrant ADSs or Pre-Funded Warrant ADSs issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date on which hereof a registration statement (or any subsequent registration statement registering the Company has received an Exercise Notice, so long as sale or resale of the Warrant Holder delivers ADSs, Pre-Funded Warrant ADSs or Class A Ordinary Shares underlying the Warrant PriceADSs or Pre-Funded Warrant ADSs) is not effective or is not otherwise available for the sale or resale of the Warrant ADSs, Pre-Funded Warrant ADSs or Class A Ordinary Shares underlying the Warrant ADSs or Pre-Funded Warrant ADSs, the Company shall issue immediately notify the holders of the Warrants and/or Pre-Funded Warrants in writing that such registration statement is not then effective and deliver to thereafter shall promptly notify such holders when the Warrant Holder or, at registration statement is effective again and available for the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent sale or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name resale of the Warrant Holder ADSs, Pre-Funded Warrant ADSs or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which Class A Ordinary Shares underlying the Warrant Holder is entitled pursuant ADSs or Pre-Funded Warrant ADSs (it being understood and agreed that the foregoing shall not limit the ability of the Company to such exerciseissue, or any Purchaser to sell, any of the Warrant ADSs, Pre-Funded Warrant ADSs or Class A Ordinary Shares underlying the Warrant ADSs or Pre-Funded Warrant ADSs in compliance with applicable federal and state securities laws). The Company shall be responsible for all fees and expenses of use best efforts to keep a registration statement (including the Transfer Agent and all fees and expenses with respect to Registration Statement) registering the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record or resale of the Warrant ADSs, Pre-Funded Warrant ADSs or Class A Ordinary Shares with respect to which this underlying the Warrant has been exercised, irrespective ADSs or Pre-Funded Warrant ADSs effective during the term of the date such Warrant Shares are credited to Warrants and/or the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(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 Warrant Shares to be issued shall be rounded up to the nearest whole numberPre-Funded Warrants.

Warrant Shares. Subject to the other provisions of this Warrant, on On or before the fifth first (5th1st) day Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the Warrant PriceAggregate Exercise Price (or elects a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/ Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if availableany. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 3(c) and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(d11(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 Warrant Shares 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. Following the exercise in full of this Warrant, the Holder shall deliver this original Warrant certificate to the Company.

Warrant Shares. Subject to the other provisions of this Warrant, on or before the fifth second (5th2nd) day following the date on which the Company has received an Exercise Notice, so long as the Warrant Holder Holder(s) delivers the Warrant PricePrice (such 2nd day, the “Warrant Share Delivery Date”), the Company shall issue and deliver to the Warrant Holder Holder(s) or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), via DTC for the number of shares of Common Stock to which the Warrant Holder Holder(s) is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent transfer agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if availableStock. Upon delivery of an Exercise Notice, the Warrant Holder Holder(s) 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)account. If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant HolderHolder(s), the Company shall as soon as practicable and in no event later than three two (32) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder Holder(s) (or its designee) a new Warrant (in accordance with Section 9(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 Warrant Shares to be issued shall be rounded up to the nearest whole number. If the Company fails to cause its transfer agent to transmit to the Warrant Holder(s) the Warrant Shares by the Warrant Share Delivery Date, then the Warrant Holder(s) will have the right to rescind such exercise.

Warrant Shares. Subject to the other provisions of this Warrant, on On or before the fifth first (5th1st) day Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the Warrant PriceAggregate Exercise Price (or elects a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/ Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if availableany. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 3(c) and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(d12(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 Warrant Shares 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. Following the exercise in full of this Warrant, the Holder shall deliver this original Warrant certificate to the Company.

Warrant Shares. Subject If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise more than six months after the date of issuance of the Warrant (or one year in the event there is not adequate current public information available with respect to the other provisions Company as required by subsection (c) of this Rule 144) and the holder is not and has not been an Affiliate of the Company within the 90 days prior to the date of exercise of the Warrant, on or before the fifth (5th) day Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date on which hereof the Company has received an Exercise Notice, so long as Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Holder delivers Shares) is not effective or is not otherwise available for the sale or resale of the Warrant PriceShares, the Company shall issue immediately notify the holders of the Warrants in writing that such registration statement is not then effective and deliver to thereafter shall promptly notify such holders when the Warrant Holder or, at registration statement is effective again and available for the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent sale or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name resale of the Warrant Holder Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or its designee (as indicated in the applicable Exercise Notice)any Purchaser to sell, for the number any of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exerciseShares in compliance with applicable federal and state securities laws). The Company shall be responsible for all fees and expenses use reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Transfer Agent Warrant Shares effective until the earliest of (i) the time that the Warrants have expired, and all fees and expenses (ii) the six-month anniversary of the date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the issuance Company as required by subsection (c) of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may beRule 144). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(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 Warrant Shares to be issued shall be rounded up to the nearest whole number.

Warrant Shares. Subject to the other provisions of this Warrant, on On or before the fifth first (5th1st) day Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the Warrant PriceAggregate Exercise Price (or elects a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/ Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if availableany. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 3(c) and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(d12(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 Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number.to

Warrant Shares. Subject to the other provisions of this Warrant, on or before the fifth (5th) day following the date on which the Company has received an Exercise Notice, so long as the Warrant Holder delivers the Warrant Price, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent its transfer agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(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 Warrant Shares to be issued shall be rounded up to the nearest whole number.

Warrant Shares. Subject The Common Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Common Warrants and Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the other provisions Company or to an Affiliate of this Warranta Purchaser, on or before the fifth (5th) day following the date on which the Company has received may require the transferor thereof to provide to the Company an Exercise Noticeopinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Warrants under the Securities Act. The Purchasers agree to the imprinting, so long as is required by this Agreement and the Common Warrant, of a legend on any of the Common Warrants and Warrant Shares in the form contained in the Common Warrant as set forth in Exhibit B. If all or any portion of a Common Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Holder delivers Shares or if the Common Warrant is exercised via cashless exercise, the Warrant PriceShares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the effectiveness of the registration statement registering the sale or resale of the Warrant Shares, such registration statement is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall issue immediately notify the holders of the Common Warrants in writing that such registration statement is not then effective and deliver to thereafter shall promptly notify such holders when the Warrant Holder or, at registration statement is effective again and available for the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent sale or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name resale of the Warrant Holder Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or its designee (as indicated in the applicable Exercise Notice)any Purchaser to sell, for the number any of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exerciseShares in compliance with applicable federal and state securities laws). The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect use its commercially reasonable efforts to keep a registration statement registering the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record or resale of the Warrant Shares with respect to which this Warrant has been exercised, irrespective effective from the initial effectiveness of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (registration statement in accordance with Section 9(d)) representing 4.16 and thereafter during the right to purchase term of 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 Warrant Shares to be issued shall be rounded up to the nearest whole numberWarrants.

Warrant Shares. Subject to the other provisions of this Warrant, on or before the fifth second (5th2nd) day following the date on which the Company has received an Exercise Notice, so long as the Warrant Holder delivers the Warrant PricePrice (such 2nd day, the “Warrant Share Delivery Date”), the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent transfer agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three two (32) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(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 Warrant Shares to be issued shall be rounded up to the nearest whole number. If the Company fails to cause its transfer agent to transmit to the Warrant Holder the Warrant Shares by the Warrant Share Delivery Date, then the Warrant Holder will have the right to rescind such exercise.

Warrant Shares. Subject If you do this, the options shall not be deemed to be exercised unless and until we accept for payment and pay for Shares tendered in the Offer. Any exercise of options in connection with the tender of underlying Shares shall be deemed to have occurred immediately prior to our acceptance for payment of Shares tendered in the Offer. The Depositary shall pay to the other provisions holders of this Warrant, on or before such options the fifth (5th) day following the date on which the Company has received an Exercise Notice, so long as the Warrant Holder delivers the Warrant Price, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant 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 aggregate Offer Price with respect to the issuance Shares so exercised, less the aggregate exercise price of the options so exercised and any applicable withholding amounts. Holders of options that tender Shares issuable upon exercise of options shall have the right to withdraw such tenders and revoke the related exercise of such options to the same extent that holders of Shares generally are permitted to withdraw tenders in the Offer. All options that are not tendered and are outstanding immediately before the effective time of the Merger, whether or not vested, will be canceled as of the Effective Time in exchange for an amount in cash equal to the number of Shares subject to each such option, multiplied by the excess, if any, of (i) the Offer Price over (ii) the per-share exercise price of such option. Options granted under the 1997 Equity Incentive Plan that are not tendered will terminate upon Purchaser’s acceptance for payment of shares of Common Stock via DTCPenwest common stock pursuant to the Offer. Shares underlying warrants may be tendered in the Offer. If you wish to tender Shares subject to warrants, if availableyou must deliver to the Depositary prior to the expiration of the Offer such documents as may be required pursuant to the terms of the warrant to effect the exercise thereof (other than payment of the exercise price of such warrants) together with a Conditional Election Form and any other documents required by the Conditional Election Form and the Instructions for Conditional Exercise for Tender of Option Shares and Warrant Shares. Upon delivery of an Exercise NoticeIf you do this, the Warrant Holder warrants shall not be deemed to be exercised unless and until we accept for payment and pay for Shares tendered in the Offer. Any exercise of warrants in connection with the tender of underlying Shares shall be deemed for all corporate purposes to have become occurred immediately prior to our acceptance for payment of Shares tendered in the holder Offer. The Depositary shall pay to the holders of record of such warrants the Warrant Shares aggregate Offer Price with respect to which this Warrant has been the Shares so exercised, irrespective less the aggregate exercise price of the warrants so exercised and any applicable withholding amounts. Holders of warrants that tender Shares issuable upon exercise of warrants shall have the right to withdraw such tenders and revoke the related exercise of such warrants to the same extent that holders of Shares generally are permitted to withdraw tenders in the Offer. Upon consummation of the Merger, each warrant to acquire Shares shall become a warrant to receive, subject to the conditions set forth therein, an amount of cash equal to the amount that would have been payable with respect to the Shares issuable upon exercise of the warrant if such warrant had been exercised immediately prior to the Merger. However, in lieu of such consideration, at the holder’s election exercisable within 30 days after the closing of the Merger, a holder of such a warrant will be entitled to receive an amount of cash equal to the value of such warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per Share equal to the value weighted average price of Penwest common stock for the trading day immediately preceding the date of the closing of the Merger, (ii) a risk-free interest rate corresponding the U.S. Treasury rate for a period equal to the remaining term of such warrant as of the date such Warrant Shares are credited of the closing of the Merger and (iii) an expected volatility equal to the Warrant Holder’s DTC account or 100 day volatility obtained from the date “HVT” function on Bloomberg L.P. determined as of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exerciseAugust 10, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(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 Warrant Shares to be issued shall be rounded up to the nearest whole number2010.

Warrant Shares. Subject If the Holder decides to the other provisions of this Warrantmake a cashless exercise, on or before the fifth (5th) day following the date on which the Company has received an Exercise Notice, so long as the Warrant Holder delivers the Warrant Price, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall receive shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(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 equal to: Where: X = the number of Warrant Shares to be issued to Holder Y = the number of Warrants that the Holder elects to exercise A = the Closing Price (at the date of such calculation) B = the Exercise Price ________ Exercise Amount: $____________________ = (Exercise Price x Warrant Shares) ________ Payment is being made by: _______ enclosed check _______ wire transfer _______ other Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant. It is the intention of Holder to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on Holder’s right to receive shares thereunder. Holder believes this exercise complies with the provisions of such Section 2.2. Nonetheless, to the extent that, pursuant to the exercise effected hereby, Holder would receive more shares of Common Stock than permitted under Section 2.2, Company shall not be obligated and shall not issue to Holder such excess shares until such time, if ever, that Holder could receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, Holder will surrender (or cause to be surrendered) the Warrant to Company at the address indicated above by express courier within five (5) Trading Days after the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Holder. To the extent the Warrant Shares are not able to be delivered to Holder via the DWAC system, please deliver certificates representing the Warrant Shares to Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: _________________ ___________________________________________________ [Name of Holder] By:__________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of April 28, 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.0001 par value (“Common Stock”), of CYBERGY HOLDINGS, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney-in-fact to transfer the undersigned’s respective right on the books of CYBERGY HOLDINGS, INC. with full power of substitution. Transferees Percentage Transferred Number Transferred Dated:___________, ______ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By Name: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name: EXHIBIT B NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: _______________ Issue Date: __________ 5% SENIOR SECURED CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, CYBERGY HOLDINGS, INC., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of ______________(the “Holder”) the sum of $_________ together with interest as set forth herein, on April 2, 2016 (the “Maturity Date”), and to pay interest on the initial principal balance hereof at the rate of five percent (5%) per annum (the “Interest Rate”), on the Maturity Date. The interest shall be rounded up payable regardless of how long this Debenture remains outstanding. Debenture may not be prepaid in whole or in part except upon written consent of the Holder. Any amount of principal or interest on this Debenture which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Debenture is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the nearest whole number.extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Debenture. Whenever any amount expressed to be due by the terms of this Debenture is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Debenture is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Debenture, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Debenture was originally issued (the “Purchase Agreement”). This Debenture is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof. The following terms shall apply to this Debenture:

Warrant Shares. Subject to All shares of Common Stock issued or issuable upon the other provisions exercise of this the Purchaser Warrant. 2. Registration of the Series B Registrable Securities and the Common Registrable Securities. (a) The Company shall file with the SEC as soon as reasonably practicable, on or before the fifth (5th) day following and in any event within 120 days from the date hereof, a registration statement covering the resale of the Series B Registrable Securities and the Common Registrable Securities (and all shares issuable thereon in connection with any stock splits, dividends, recapitalizations, consolidations or other similar transactions) for an offering to be made on which a continuous basis pursuant to Rule 415 (the “Series B Registration Statement”). The Series B Registration Statement shall be on Form S-3 (except if the Company has received an Exercise Noticeis not then eligible to register for resale the Series B Preferred on a Form S-3, so long in which case such registration shall be on a Form X-0, Xxxx X-0 or another appropriate form). The Company shall use its reasonable best efforts to (i) cause the Series B Registration Statement to become or be declared effective by the SEC as soon as reasonably practicable thereafter, and, in any event, within 240 calendar days following its initial filing with the Warrant Holder delivers SEC (the Warrant Price“Effectiveness Deadline Date”) and (ii) keep the Series B Registration Statement continuously effective under the Securities Act until all Series B Registrable Securities covered by such Registration Statement have been sold or three years from the date it becomes effective, whichever is sooner to occur. (b) If, by the Effectiveness Deadline Date, the Series B Registration Statement is not declared effective by the Commission (a “Registration Default”), then the Company shall issue and deliver be required to the Warrant Holder or, at the Warrant Holder’s instruction pursuant pay to the Exercise Notice, the Warrant Holder’s agent Purchaser or designee, in any Qualified Transferee on each case, sent by reputable overnight courier to the address Dividend Payment Date (as specified in the applicable Exercise Notice, a certificate, registered such term is defined in the Company’s share register Articles of Restatement amending and restating the Company’s Articles of Incorporation the (“Restated Articles”)) that any Regular Dividend (as such term is defined in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number Restated Articles) is due and payable to holders of shares of Common Stock Senior Preferred, a cash amount for each share of Senior Preferred held by Purchaser or such Qualified Transferee equal to which the Warrant Holder is entitled pursuant to (x) $0.125 (as such exercise. The Company shall amount may be responsible adjusted for all fees and expenses of the Transfer Agent and all fees and expenses any stock splits, dividends, recapitalizations, consolidations or other similar transactions with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise NoticeSenior Preferred) multiplied by (y) a fraction, the Warrant Holder shall be deemed for all corporate purposes to have become the holder numerator 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number days elapsing during the period commencing on and including the later of Warrant Shares than (1) the number day following such Registration Default or (2) the day following the most recent Dividend Payment Date following such Registration Default and ending on the earlier of Warrant Shares being acquired upon an exercise, then, at (1) such Dividend Payment Date if the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(d)) representing the right to purchase the number of Warrant Shares purchasable immediately Series B Registration Statement has not been declared effective prior to such exercise under this Warrant, less Dividend Payment Date or (2) the number date that the Series B Registration Statement is declared effective and the denominator of Warrant Shares with respect to which this Warrant is exercised365 days. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number3.

Warrant Shares. Subject to the other provisions If all or any portion of this a Warrant, on a Pre-Funded Warrant or before the fifth (5th) day Representative’s Warrant is exercised at a time when there is an effective registration statement to cover the issuance of the Warrant Shares, the Pre-Funded Warrant Shares or the Representative’s Warrant Shares, as applicable, or if the Warrant, the Pre-Funded Warrant or the Representative’s Warrant is exercised via cashless exercise at a time when such Warrant Shares, Pre-Funded Warrant Shares or Representative’s Warrant Shares would be eligible for resale under Rule 144 by a non-Affiliate of the Company, the Warrant Shares, Pre-Funded Warrant Shares or Representative’s Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date on which hereof the Company has received an Exercise Notice, so long as Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Holder delivers Shares, the Pre-Funded Warrant Shares and the Representative’s Warrant Shares) is not effective or is not otherwise available for the sale of the Warrant PriceShares, the Pre-Funded Warrant Shares and the Representative’s Warrant Shares, the Company shall issue and deliver to immediately notify the Warrant Holder or, at holders of the Warrant Holder’s instruction pursuant to the Exercise NoticeWarrants, the Warrant HolderPre-Funded Warrants and the Representative’s agent or designee, Warrants in each case, sent by reputable overnight courier to writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the address as specified in registration statement is effective again and available for the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name sale of the Warrant Holder or its designee Shares, the Pre-Funded Warrant Shares and the Representative’s Warrant Shares (as indicated in it being understood and agreed that the applicable Exercise Notice), for foregoing shall not limit the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses ability of the Transfer Agent and all fees and expenses with respect Company to the issuance of shares of Common Stock via DTCissue, if available. Upon delivery of an Exercise Noticeor any holder thereof to sell, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record any of the Warrant Shares with respect to which this Warrant has been exercisedShares, irrespective of the date such Pre-Funded Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Representative’s Warrant Shares (as the case may bein compliance with applicable federal and state securities laws). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(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 Warrant Shares to be issued shall be rounded up to the nearest whole number.

Warrant Shares. Subject to the other provisions of this Warrant, on On or before the fifth first (5th1st) day Business Day (as hereafter defined) following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment or confirmation of receipt of such Exercise Notice to the Holder. On or before the third (3rd) Business Day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the Warrant PriceAggregate Exercise Price on or prior to the second (2nd) Business Day following the date on which the Company has received such Exercise Notice, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share shareholder register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for representing the number of shares of Common Stock Warrant Shares to which the Warrant 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 related to the issuance of shares of Common Stock via DTCsuch Warrant Shares, if availableany. Upon delivery of an Exercise Notice, the Warrant 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 Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant is submitted in connection with any exercise pursuant to this Section 3 (b) and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) business days Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 9(d11(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 Fractional shares of Common Stock stock are to be issued upon the exercise of this Warrant, but rather . The Company shall pay any and all taxes and fees which may be payable with respect to the number issuance and delivery of Warrant Shares to be issued upon exercise of this Warrant. Following the exercise in full of this Warrant, the Holder shall be rounded up deliver this original Warrant certificate to the nearest whole numberCompany. For purposes of this Warrant, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.