Common use of Automatic Exercise Clause in Contracts

Automatic Exercise. Provided that the shares of Common Stock issuable upon exercise of this Warrant are freely-tradable by the Holder without volume restrictions or an effective registration statement for the underlying Common Stock is on file with the Securities and Exchange Commission, on the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price (as may be adjusted pursuant to Section 5 hereof) for a period of sixty (60) consecutive Trading Days (the “Automatic Exercise Date”), the purchase rights represented by this Warrant shall, automatically and without any action on the part of the holder thereof, be exercised in accordance with Section 1.2 hereof; provided, however, that, in the formula for such exercise pursuant to this Section 1.3, “A” shall be equal to the Current Market Price of one share of Common Stock on the Automatic Exercise Date. On any Automatic Exercise Date, the Company will notify the Holder of the automatic exercise of this Warrant hereunder at the address set forth in this Warrant, whereupon, this Warrant shall be exercised automatically without any further action by the Holder hereof and whether or not this Warrant is surrendered to the Company or its warrant agent; provided, however, that the Company shall not be obligated to issue the shares of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the exercise of this Warrant pursuant to this Section 1.3, the holder of this Warrant shall surrender this Warrant to the Company and the Company shall cause its transfer agent to deliver the shares of Common Stock issuable upon such exercise.

Automatic Exercise. Provided that the shares of Common Stock issuable upon exercise of this Warrant are freely-tradable by the Holder without volume restrictions or an effective registration statement for the underlying Common Stock is on file with the Securities and Exchange Commission, on the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price (as may be adjusted pursuant to Section 5 hereof) for a period of sixty (60) consecutive Trading Days (the “Automatic Exercise Date”), the purchase rights represented by this Warrant shall, automatically and without any action on the part of the holder thereof, be exercised in accordance with Section 1.2 hereof; provided, however, that, in the formula for such exercise pursuant to this Section 1.3, “A” shall be equal Anything herein to the Current Market Price of one share of Common Stock on the Automatic Exercise Date. On any Automatic Exercise Date, the Company will notify the Holder of the automatic exercise of this Warrant hereunder at the address set forth in this Warrant, whereuponcontrary notwithstanding, this Warrant shall be exercised automatically without any further action callable by the Holder hereof and whether or not this Warrant is surrendered to the Company or its warrant agent; provided, however, that the Company shall not be obligated to issue the shares of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the exercise of this Warrant pursuant to this Section 1.3, the holder as follows: (i) 50% of this Warrant shall surrender this Warrant to be callable, in whole or in part, by the Company and on any date if (A) the Company shall cause its transfer agent to deliver closing price of the shares Warrant Stock, as listed on any securities exchange or as quoted in the NASDAQ System, each day over a thirty consecutive day period ending on such date is more than $2.00 per share of Common Stock issuable upon (as appropriately and proportionately adjusted to reflect any event referred to in Section 4.1) and (B) on such date all of the "Registrable Securities" or such other definition of securities entitled to registration rights pursuant to the Investors' Rights Agreement dated as of December 22, 2000 (the Investors' Rights Agreement"), by and among the Company, the Holder and certain other Investors shall be fully registered and saleable as provided therein; and (ii) if the foregoing call has been fully exercised by the Company, the remaining 50% of this Warrant shall be callable, in whole or in part, by the Company on any date if (A) the closing price of the Warrant Stock, as listed on any securities exchange or as quoted in the NASDAQ System, each day over a thirty consecutive day period ending on such date is more than $3.00 per share of Common Stock (as appropriately and proportionately adjusted to reflect any event referred to in Section 4.1) and (B) on such date all of the "Registrable Securities" or such other definition of securities entitled to registration rights pursuant to the Investors Rights Agreement shall be fully registered and saleable as provided therein. Notwithstanding the foregoing, this Warrant shall not be callable under either of the foregoing call provisions on any date that a sale by any Investors would be subject to the "short-swing" profit rules under Section 16 of the Securities Exchange Act of 1934, as amended. The Company may exercise either of the foregoing call provisions by giving written notice to the Holder of such exercise, specifying the affected portion(s) of this Warrant and accompanied by evidence of the events giving rise to the call. The Holder shall have thirty days after receipt of such notice to exercise the affected portion(s) of this Warrant. In the event the Holder does not so exercise the affected portion(s) of this Warrant within such thirty day period, such affected portion(s) of this Warrant shall cease to be exercisable at the end of such thirty day period.

Automatic Exercise. Provided that (a) If the shares Company has publicly traded stock as of the expiration date of this Warrant, if the fair market value of one share of the Company's Common Stock issuable upon exercise (determined in the same manner as is set forth in Section 2.2(b)) is as of the expiration date greater than the Warrant Price, as adjusted, this Warrant are freely-tradable by the Holder without volume restrictions or an effective registration statement for the underlying Common Stock is on file with the Securities and Exchange Commission, on the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price (as may shall be adjusted deemed automatically exercised pursuant to Section 5 hereof2.2 above (even if not surrendered) for a period immediately prior to its expiration. (b) If as of sixty April 24, 2005, the Company has no publicly traded stock, the Company shall notify the holder in writing that this Warrant will expire on July 24, 2005 and shall endeavor to determine what is the fair market value of one share of the Company's Common Stock in the manner described in Section 2.2(b), and if the fair market value of one share of the Company's Common Stock, as so determined is as of the expiration date greater than the Warrant Price, as adjusted, this Warrant shall be deemed automatically exercised pursuant to Section 2.2 above (60even if not surrendered) consecutive Trading Days (immediately prior to its expiration. If the “Automatic Exercise Date”Company shall fail to give the notice set forth in this Section 2.3(b), the purchase rights represented by this Warrant shall, automatically and without any action on the part expiration date of the holder thereof, be exercised in accordance with Section 1.2 hereof; provided, however, that, in the formula for such exercise pursuant to this Section 1.3, “A” Warrant shall be equal postponed for one day for each day that the Company shall have failed to give such notice, and shall be extended until ten days after the Current Market Price determination of the fair market value of one share of Common Stock if such determination shall be made after the date on the Automatic Exercise Date. On any Automatic Exercise Datewhich this Warrant otherwise shall have expired, the Company will notify the Holder whether pursuant to Section 1 above or this Section 2.2(b) as a result of the automatic exercise of Company's failure to give notice. (c) To the extent this Warrant hereunder at the address set forth in this Warrant, whereupon, this Warrant shall be or any portion thereof is deemed automatically exercised automatically without any further action by the Holder hereof and whether or not this Warrant is surrendered to the Company or its warrant agent; provided, however, that the Company shall not be obligated to issue the shares of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the exercise of this Warrant pursuant to this Section 1.32.3, the Company agrees to promptly notify the holder hereof of the number of shares of the Company's Common Stock, if any, the holder is entitled to receive by reason of this Warrant shall surrender this Warrant to the Company and the Company shall cause its transfer agent to deliver the shares of Common Stock issuable upon such automatic exercise.

Automatic Exercise. Provided that If, at any time after the shares date hereof, the average of the daily Closing Price (as defined below) per share of Common Stock issuable upon exercise of this Warrant are freely-tradable by the Holder without volume restrictions or an effective registration statement for the underlying Common Stock is on file with the Securities and Exchange Commission, on the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price thirty (as may be adjusted pursuant to Section 5 hereof) for a period of sixty (6030) consecutive Trading Days (as defined below) is at least 2.25 times $ (with appropriate adjustment made for any stock dividend, split-up or subdivision or any combination or reclassification made or effected subsequent to the “Automatic Exercise Date”date hereof), the purchase rights represented by this Warrant shall, automatically and without any action on the part of the holder thereof, be exercised in accordance with Section 1.2 hereof; provided, however, that, in the formula for such exercise pursuant to this Section 1.3, “A” shall be equal to the Current Market Price of one share of Common Stock on the Automatic Exercise Date. On any Automatic Exercise Date, the Company will notify the Holder of the automatic exercise of this Warrant hereunder at the address set forth in this Warrant, whereupon, then this Warrant shall be deemed to have been exercised automatically without any further action by the Holder hereof and whether or not this Warrant is surrendered immediately prior to the Company or its warrant agent; provided, however, that close of business on such day (the Company shall not be obligated to issue the shares of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed"Automatic Exercise Date"), and executes an agreement reasonably satisfactory the person entitled to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the exercise of this Warrant pursuant to this Section 1.3, the holder of this Warrant shall surrender this Warrant to the Company and the Company shall cause its transfer agent to deliver receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. As soon as practicable after the Automatic Exercise Date, not to exceed two business days, the Company shall provide written notification (the "Notice") to the holder of the Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 2(b) and without any action by the holder of this Warrant or any other person, and payment to the Company of the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased shall be deemed to be made pursuant to the terms of Section 2(c) below (without payment by the holder of any exercise price or any cash or other consideration), unless the holder notifies the Company in writing as soon as practicable after receipt of the Notice, not to exceed two business days, that, in its sole and absolute discretion, it chooses to pay the exercise price pursuant to Section 2(a) above). As promptly as practicable on or after the Automatic Exercise Date and in any event within five (5) business days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of Warrant Shares issuable upon such exercise.. For purposes of the foregoing, "Closing Price" means, with respect to a share of Common Stock, as of the date of determination, (a) the closing price per share of Common Stock on such date published in The Wall Street Journal or, if no such closing price on such date is published in The Wall Street Journal, the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange (including, without limitation, The Nasdaq Stock Market, Inc. (or its successor) ("NASDAQ")) on which the Common Stock is then listed or admitted to trading; or (b) if the Common Stock are not then listed or admitted to trading on

Automatic Exercise. Provided Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date in respect of which a Notice of Conversion that the shares of Common Stock issuable upon exercise of this Warrant are freely-tradable is effective as to Counterparty has been delivered by the Holder without volume restrictions or an effective registration statement for the underlying Common Stock is on file with the Securities and Exchange Commission, on the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price relevant converting “Holder” (as may such term is defined in the Indenture), a number of Options equal to [(x)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (y) the number of Options that are or are deemed to be adjusted pursuant to Section 5 hereof) for a period of sixty (60) consecutive Trading Days automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated August [ ], 2023 between Dealer and Counterparty (the “Automatic Exercise Date”), the purchase rights represented by this Warrant shall, Base Call Option Confirmation”),]11 shall be deemed to be automatically and without any action on the part of the holder thereof, exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 1.2 hereof; provided, however, that3.4 of the Equity Definitions to the contrary, in the formula for such exercise pursuant event that there would be an Automatic Exercise with respect to this Section 1.3any Remaining Repurchase Options (as defined below), “A” shall be then unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Expiration Date that it does not wish Automatic Exercise to occur with respect to the Remaining Repurchase Options, a number of Options equal to the Current Market Price lesser of one share (a) the Number of Common Stock Options (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 5:00 p.m. (New York City time) on the Automatic Exercise Date. On any Automatic Exercise DateExpiration Date and (b) the Remaining Repurchase Options [minus the number of Remaining Options (as defined in the Base Call Option Transaction Confirmation)]12 (such lesser number, the Company “Remaining Options”) will notify the Holder be deemed to be automatically exercised as if (i) a number of the automatic exercise Convertible Notes (in denominations of this Warrant hereunder at the address set forth in this Warrant, whereupon, this Warrant shall be exercised automatically without any further action by the Holder hereof and whether or not this Warrant is surrendered USD 1,000 principal amount) equal to the Company or its warrant agent; provided, however, that the Company shall not be obligated to issue the shares such number of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith11 Include for Additional Call Option Confirmation only. Upon the exercise of this Warrant pursuant to this Section 1.3, the holder of this Warrant shall surrender this Warrant to the Company and the Company shall cause its transfer agent to deliver the shares of Common Stock issuable upon such exercise12 Include for Additional Call Option Confirmation only.

Automatic Exercise. Provided Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date, in respect of which a “Notice of Conversion” (as such term is defined in the Indenture) that the shares of Common Stock issuable upon exercise of this Warrant are freely-tradable is effective as to Counterparty has been delivered by the Holder without volume restrictions or an effective registration statement for the underlying Common Stock is on file with the Securities and Exchange Commission, on the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price relevant converting “Holder” (as may such term is defined in the Indenture), a number of Options equal to [(i)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [, minus (ii) the number of Options that are or are deemed to be adjusted pursuant to Section 5 hereof) for a period of sixty (60) consecutive Trading Days automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated [______], 2024 between Dealer and Counterparty (the “Automatic Exercise DateBase Call Option Confirmation”)) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the purchase rights represented by this Warrant shall, Convertible Notes subject to conversion shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),]11 shall be deemed to be automatically and without any action on the part of the holder thereof, exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with Section 1.2 hereof; provided, however, that“Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the formula for such exercise pursuant number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repayment Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to this Section 1.3the contrary, “A” shall be unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish Automatic Exercise to occur with respect to any Remaining Repayment Options (as defined below), a number of Options equal to the Current Market Price lesser of one share (a) the Number of Common Stock on the Automatic Exercise Date. On any Automatic Exercise Date, the Company will notify the Holder of the automatic exercise of this Warrant hereunder at the address set forth in this Warrant, whereupon, this Warrant shall be exercised automatically without any further action by the Holder hereof and whether or not this Warrant is surrendered Options (after giving effect to the Company or its warrant agent; provided, however, that provisions opposite the Company shall not be obligated to issue the shares of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the exercise of this Warrant pursuant to this Section 1.3, the holder of this Warrant shall surrender this Warrant to the Company and the Company shall cause its transfer agent to deliver the shares of Common Stock issuable upon such exercisecaption 11 Include for Additional Call Option Confirmation only.

Automatic Exercise. Provided that (a) Notwithstanding any other provision of this Agreement, except with respect to the Warrants held by a Holder delivering an Opt-Out Notice (as defined below), in the case of a Deemed Liquidation Event all Warrants outstanding as of the close of business on the Business Day immediately preceding the effectiveness of the Deemed Liquidation Event shall be deemed exercised (even if not surrendered) immediately prior to the consummation of the Deemed Liquidation Event and the Equity Strike Price condition shall be deemed to have been satisfied in full. For the avoidance of doubt, each Person in whose name any shares of Common Stock issuable upon exercise are issued as a result of this Warrant are freely-tradable by Section 4.9 shall for all purposes be deemed to have become the Holder without volume restrictions or an effective registration statement for holder of record of such shares as of immediately prior to the underlying Common Stock is on file with effectiveness of the Securities and Exchange Commission, on Deemed Liquidation Event. (b) At least 20 Business Days prior to the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price (as may be adjusted pursuant to Section 5 hereof) for effectiveness of a period of sixty (60) consecutive Trading Days (the “Automatic Exercise Date”)Deemed Liquidation Event, the purchase rights represented by this Warrant shallCompany shall notify each Holder of such Deemed Liquidation Event and the number of shares of Common Stock, automatically and without any action on the part if any, issuable to such Holder as a result of the holder thereof, be exercised in accordance with Section 1.2 hereof; provided, however, that, in the formula for such automatic exercise pursuant to this Section 1.3, “A” 4.9. The Holder shall be equal thereafter have 10 Business Days to deliver notice to the Current Market Price Company of one share of Common Stock on the Automatic Exercise Date. On any Automatic Exercise Date, the Company will notify the Holder its intent to opt out of the automatic exercise of this Warrant hereunder at the address set forth in this Warrant, whereupon, this Warrant shall be exercised automatically without any further action by the Holder hereof and whether or not this Warrant is surrendered to the Company or its warrant agent; provided, however, that the Company shall not be obligated to issue the shares of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the exercise of this Warrant pursuant to this Section 1.34.9 (an “Opt-Out Notice”) with respect to all or a portion of its Warrants, as a result of which any such Warrants for which an Opt-Out-Notice has been timely delivered shall remain outstanding, subject to adjustment in accordance with the holder of this Warrant shall surrender this Warrant to terms set forth herein. (c) In the event the Company and fails to give proper notice of a Deemed Liquidation Event such that Holders are not afforded at least 10 Business Days to deliver an Opt-Out Notice, the Company shall cause its transfer agent make such arrangements (and shall not consummate any Deemed Liquidation Event as a result of which the Company is not the surviving entity unless the succeeding entity has agreed to deliver be bound by the shares terms of this Agreement) to re-issue replacement Warrants in exchange for the Common Stock issuable issued upon automatic exercise as a result of this Section 4.9 (or for the consideration received in respect of such exerciseCommon Stock) to any Holder delivering an Opt-Out Notice prior to the later of (i) 10 Business Days following such Holders’ receipt of notice of the effectiveness of the Deemed Liquidation Event and (ii) 30 Business Days following the effectiveness of the Deemed Liquidation Event. In the event a Holder delivers a post-closing Opt-Out Notice, the automatic exercise shall be deemed to have been void ab initio with respect to the applicable Warrants.

Automatic Exercise. Provided that the shares of Common Stock issuable upon exercise of this Warrant are freely-tradable by the Holder without volume restrictions or an effective registration statement for the underlying Common Stock is on file with the Securities and Exchange Commission, on the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price (as may be adjusted pursuant to Section 5 hereof) for a period of sixty (60) consecutive Trading Days (the “Automatic Exercise Date”), the purchase rights represented by this Warrant shall, automatically and without any action on the part of the holder thereof, be exercised in accordance with Section 1.2 hereof; provided, however, that, in the formula for such exercise pursuant to this Section 1.3, “A” shall be equal Anything herein to the Current Market Price of one share of Common Stock on the Automatic Exercise Date. On any Automatic Exercise Date, the Company will notify the Holder of the automatic exercise of this Warrant hereunder at the address set forth in this Warrant, whereuponcontrary notwithstanding, this Warrant shall be exercised automatically without any further action callable by the Holder hereof and whether or not this Warrant is surrendered to the Company or its warrant agent; provided, however, that the Company shall not be obligated to issue the shares of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the exercise of this Warrant pursuant to this Section 1.3, the holder as follows: (i) 50% of this Warrant shall surrender this Warrant to be callable, in whole or in part, by the Company and on any date if (A) the Company shall cause its transfer agent to deliver closing price of the shares Warrant Stock, as listed on any securities exchange or as quoted in the NASDAQ System, each day over a thirty consecutive day period ending on such date is more than $2.00 per share of Common Stock issuable upon (as appropriately and proportionately adjusted to reflect any event referred to in Section 4.1) and (B) on such date all of the "Registrable Securities" or such other definition of securities entitled to registration rights pursuant to the Investors' Rights Agreement shall be fully registered and saleable as provided therein; and (ii) if the foregoing call has been fully exercised by the Company, the remaining 50% of this Warrant shall be callable, in whole or in part, by the Company on any date if (A) the closing price of the Warrant Stock, as listed on any securities exchange or as quoted in the NASDAQ System, each day over a thirty consecutive day period ending on such date is more than $3.00 per share of Common Stock (as appropriately and proportionately adjusted to reflect any event referred to in Section 4.1) and (B) on such date all of the "Registrable Securities" or such other definition of securities entitled to registration rights pursuant to the Investors Rights Agreement shall be fully registered and saleable as provided therein. Notwithstanding the foregoing, this Warrant shall not be callable under either of the foregoing call provisions on any date that a sale by any Investors would be subject to the "short-swing" profit rules under Section 16 of the Securities Exchange Act of 1934, as amended. The Company may exercise either of the foregoing call provisions by giving written notice to the Holder of such exercise, specifying the affected portion(s) of this Warrant and accompanied by evidence of the events giving rise to the call. The Holder shall have thirty days after receipt of such notice to exercise the affected portion(s) of this Warrant. In the event the Holder does not so exercise the affected portion(s) of this Warrant within such thirty day period, such affected portion(s) of this Warrant shall cease to be exercisable at the end of such thirty day period.

Automatic Exercise. Provided Notwithstanding Section 3.4 of the Equity Definitions, on each Exchange Date occurring on or after the Free Exchangeability Date, in respect of which a “Notice of Exchange” (as such term is defined in the Indenture) that the shares of Common Stock issuable upon exercise of this Warrant are freely-tradable is effective as to Counterparty has been delivered by the Holder without volume restrictions or an effective registration statement for the underlying Common Stock is on file with the Securities and Exchange Commission, on the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price relevant exchanging “Holder” (as may such term is defined in the Indenture), a number of Options equal to [(i)] the number of Exchangeable Notes in denominations of USD 1,000 as to which such Exchange Date has occurred [, minus (ii) the number of Options that are or are deemed to be adjusted pursuant to Section 5 hereof) for a period of sixty (60) consecutive Trading Days automatically exercised on such Exchange Date under the Base Call Option Transaction Confirmation letter agreement dated August [__], 2023 between Dealer and Counterparty (the “Automatic Exercise DateBase Call Option Confirmation”)) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the purchase rights represented by this Warrant shall, Exchangeable Notes subject to exchange shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),]13 shall be deemed to be automatically and without any action on the part of the holder thereof, exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with Section 1.2 hereof; provided, however, that“Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the formula for such exercise pursuant number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Exchangeability Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to this Section 1.3the contrary, “A” shall be unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Expiration Date that it does not wish Automatic Exercise to occur, a number of Options equal to the Current Market Price lesser of one share (a) the Number of Common Stock Options (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 5:00 p.m. (New York City time) on the Automatic Exercise Date. On any Automatic Exercise Date, Expiration Date and (b) the Company will notify Remaining Repurchase Options [minus the Holder number of the automatic exercise of this Warrant hereunder at the address set forth in this Warrant, whereupon, this Warrant shall be exercised automatically without any further action by the Holder hereof and whether or not this Warrant is surrendered to the Company or its warrant agent; provided, however, that the Company shall not be obligated to issue the shares of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the exercise of this Warrant pursuant to this Section 1.3, the holder of this Warrant shall surrender this Warrant to the Company and the Company shall cause its transfer agent to deliver the shares of Common Stock issuable upon such exerciseRemaining Options (as 13 Include for Additional Call Option Confirmation only.

Automatic Exercise. Provided Notwithstanding Section 3.4 of the Equity Definitions, on each Exchange Date occurring on or after the Free Exchangeability Date, in respect of which a “Notice of Exchange” (as defined in the Indenture) that the shares of Common Stock issuable upon exercise of this Warrant are freely-tradable is effective as to Counterparty has been delivered by the Holder without volume restrictions relevant exchanging “Holder”, a number of Options equal to [(i)] the number of Exchangeable Notes in denominations of USD 1,000 as to which such Exchange Date has occurred [minus (ii) the number of Options that are or an effective registration statement for are deemed to be automatically exercised on such Exchange Date under the underlying Common Stock is on file with the Securities Base Call Option Transaction Confirmation letter agreement dated [_______], 2024 between Dealer and Exchange Commission, on the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price (as may be adjusted pursuant to Section 5 hereof) for a period of sixty (60) consecutive Trading Days Counterparty (the “Automatic Exercise Date”), the purchase rights represented by this Warrant shall, Base Call Option Confirmation”),]16 shall be deemed to be automatically and without any action on the part of the holder thereof, exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with Section 1.2 hereof; provided, however, that“Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the formula for such exercise pursuant number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Exchangeability Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to this Section 1.3the contrary, “A” shall be unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Expiration Date that it does not wish Automatic Exercise to occur, a number of Options equal to the Current Market Price lesser of one share (a) the Number of Common Stock Options (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 5:00 p.m. (New York City time) on the Automatic Exercise Date. On any Automatic Exercise DateExpiration Date and (b) the Remaining Repurchase Options [minus the number of Remaining Options (as defined in the Base Call Option Transaction Confirmation)]17 (such lesser number, the Company “Remaining Options”) will notify be deemed to be automatically exercised as if (i) a number of Exchangeable Notes (in denominations of USD 1,000 principal amount) equal to such number of Remaining Options were exchanged with an “Exchange Date” (as defined in the Holder of Indenture) occurring on or after the automatic exercise of this Warrant hereunder at the address set forth in this Warrant, whereupon, this Warrant shall be exercised automatically without any further action by the Holder hereof and whether or not this Warrant is surrendered to the Company or its warrant agent; provided, however, that the Company shall not be obligated to issue the shares of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith16 Include for Additional Call Option Confirmation only. Upon the exercise of this Warrant pursuant to this Section 1.3, the holder of this Warrant shall surrender this Warrant to the Company and the Company shall cause its transfer agent to deliver the shares of Common Stock issuable upon such exercise17 Insert for Additional Call Option Confirmation only.

Automatic Exercise. Provided In the event of, at any time during the Exercise Period, any capital reorganization, reclassification of the equity securities of the Company, consolidation or merger of the Company with or into another company or issuance of securities of the Company, if the holders of the voting securities of the Company that are outstanding immediately prior to the shares consummation of Common Stock issuable upon exercise such transaction do not, immediately after the consummation of this Warrant are freely-tradable by such transaction, hold voting securities that collectively possess at least a majority of the Holder without volume restrictions voting power of all the outstanding securities of the surviving entity of such transaction or an effective registration statement for such surviving entity’s parent entity, or the underlying Common Stock is on file with sale or other disposition of all or substantially all the Securities properties and Exchange Commission, on assets of the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price Company in its entirety to any other person (as may be adjusted pursuant to Section 5 hereof) for a period “Change of sixty (60) consecutive Trading Days (the “Automatic Exercise DateControl”), the purchase rights represented by Company shall provide to the Holder at least five (5) business days advance written notice of such Change of Control. If the Holder has not exercised this Warrant in full prior to, and the fair market value of one Exercise Share (as defined in Section 2.1) is greater than the Exercise Price as of, (a) the last day of the Exercise Period, then this Warrant shall (unless the Holder elects otherwise) automatically be deemed to be exercised pursuant to Section 2.1 (Net Exercise) as of immediately prior to such date as to all Exercise Shares for which it shall not previously have been exercised or (b) the consummation of a Change of Control in which all shares of Series X Preferred Stock are redeemed, then this Warrant shall, effective immediately prior to (and contingent upon the consummation of) such Change of Control, automatically be deemed on and without any action on the part as of the holder thereof, such date to be exercised in accordance with Section 1.2 hereof; provided, however, that, in the formula for such exercise pursuant to this Section 1.3, “A” 2.1 (Net Exercise) as to all vested Exercise Shares for which it shall not previously have been exercised and all unvested Exercise Shares shall be equal cancelled for no consideration (subject to the Current Market Price Minimum Exercise Amount). In connection with a Change of one share Control in which less than all of Common Stock on the Automatic Exercise Date. On any Automatic Exercise Date, the Company will notify the Holder of the automatic exercise of this Warrant hereunder at the address set forth in this Warrant, whereupon, this Warrant shall be exercised automatically without any further action by the Holder hereof and whether or not this Warrant is surrendered to the Company or its warrant agent; provided, however, that the Company shall not be obligated to issue the shares of Common Series X Preferred Stock issuable upon exercise are redeemed, appropriate adjustment (as determined by the Company’s Board of this Warrant unless this Warrant is either delivered Directors acting reasonably and in good faith) shall be made in the application of the provisions herein set forth with respect to the Company or the rights and interests thereafter of Holder notifies the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory to the Company end that the provisions set forth herein (including provisions with respect to indemnify changes in and other adjustments of the Company from number of Exercise Shares that Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any loss incurred by it in connection therewith. Upon shares of common stock or other securities or other property thereafter deliverable upon the exercise of this Warrant pursuant to this Section 1.3, the holder following such Change of this Warrant shall surrender this Warrant to the Company and the Company shall cause its transfer agent to deliver the shares of Common Stock issuable upon such exerciseControl.

Automatic Exercise. Provided that If the shares stockholder approval referred to in Section 1(a) is obtained and becomes effective, and if at any time after July 3, 2008: (i) the daily volume weighted average price of a share of Common Stock, as reported by Bloomberg (or, if Bloomberg terminates such reporting, then using such other reporting system as the Board of the Directors of the Company may designate in good faith), on the Nasdaq Stock issuable upon exercise of this Warrant are freely-tradable by Market or, if the Holder without volume restrictions Common Stock ceases to be listed on the Nasdaq Stock Market, the primary national or an effective registration statement for regional securities exchange or quotation system on which the underlying Common Stock is on file with then listed or quoted (the Securities and Exchange Commission, on the date that the Current Market Price equals “Principal Market) is equal to or exceeds 2.5 times the then-applicable Exercise Price $2.75 per share (as such price may be adjusted pursuant to Section 5 hereof12, the “Automatic Exercise Trading Threshold”) for a period twenty (20) of sixty any thirty (6030) consecutive Trading Days trading-day period (the “Automatic Exercise DateValue Trigger”); (ii) the Warrant Shares issuable upon the occurrence of the Automatic Exercise Value Trigger, as contemplated by Section 3, are available for immediate resale without restriction by the Holder without registration (or pursuant to an effective registration statement) under the Securities Act of 1933, as amended (the “Securities Act”) on both (x) the date the Automatic Exercise Value Trigger occurs and (y) the date the Notice of Automatic Exercise is delivered (as defined in, and delivered pursuant to, Section 3(a)) (the “Evaluation Dates”); (iii) on each day during such thirty (30) trading-day period and on the Evaluation Dates, the purchase rights represented by this Warrant shall, automatically and without any action Common Stock is designated for quotation on the part Principal Market and shall not have been suspended from trading on the Principal Market (other than suspensions of not more than two (2) trading days due to business announcements by the Company, which suspensions have been lifted more than two (2) trading days prior to each of the holder thereofEvaluation Dates); (iv) delisting or suspension of the Common Stock by the Principal Market shall not have been threatened or be pending on either of the Evaluation Dates, either (A) in writing by the Principal Market or (B) by reason of falling below the then effective minimum listing maintenance requirements of the Principal Market; (v) during such thirty (30) trading-day period and on each of the Evaluation Dates there shall not have occurred (A) the public announcement of a pending, proposed or intended merger (other than the merger contemplated by the merger agreement by and among the Company, a subsidiary of the Company and CD&L, Inc. entered into concurrently with the initial issuance of this Warrant) which has not been abandoned, terminated or consummated, (B) an Event of Default under (and as such term is defined in) the Indenture dated July 3, 2006 related to the Notes or (C) an event that with the passage of time or giving of notice would constitute such an Event of Default; and (vi) the Company shall have no knowledge on either of the Evaluation Dates of any fact that would cause (A) the registration statement required pursuant to the Registration Rights Agreement not to be exercised effective and available for the resale of all remaining Warrant Shares in accordance with Section 1.2 hereof; provided, however, that, in the formula terms of the Registration Rights Agreement or (B) any Warrant Shares issuable upon exercise of the Warrants not to be eligible for such exercise sale without restriction pursuant to this Section 1.3Rule 144(k) and any applicable state securities laws, “A” shall be equal to the Current Market Price of one share of Common Stock on the Automatic Exercise Date. On any Automatic Exercise Date, the Company will notify the Holder of the automatic exercise of this Warrant hereunder at the address set forth in this Warrant, whereupon, then this Warrant shall be deemed to be exercised automatically without any further action by at the Holder hereof and whether or not this Warrant is surrendered Exercise Price, to the Company or its warrant agent; provided, however, that extent and in accordance with the Company shall not be obligated to issue the shares provisions of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed, Section 3 and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the exercise of this Warrant pursuant to this Section 1.3, the holder of this Warrant shall surrender this Warrant to the Company and the Company shall cause its transfer agent to deliver the shares of Common Stock issuable upon such exercise7.

Automatic Exercise. Provided that On the shares twenty-fifth (25th) Trading Day after the Adjustment Time (as defined in the Series B Warrants) (the “Series C Trigger Date”), so long as (i) the average daily dollar trading volume (as reported on Bloomberg) of the Common Stock issuable upon exercise on the applicable Trading Market for each Trading Day during the “twenty (20)” consecutive Trading Days immediately prior to the Series C Trigger Date exceeds $250,000 per day and (ii) no Equity Conditions Failure shall exist (or if such conditions shall have been waived in writing by the Holder), then the Holder shall be deemed to have exercised all, but not less than all, of this Warrant for all of the then-remaining Warrant Shares issuable hereunder (and Series D Warrants solely as necessary to prevent such aggregate number of Warrant Shares to exceed the Beneficial Ownership Limitation) in accordance with Section 2(d) hereof) (subject to reduction, at the election of the Holder made in writing to the Company on or prior to the Automatic Exercise Date (the “Automatic Exercise Reduction Notice”), if less than all of the then-remaining Warrant Shares issuable hereunder are freely-tradable available to be issued to, or resold by, as applicable, the Holder pursuant to one or more effective Registration Statements (a “Registration Failure”), to such aggregate number of Warrant Shares (and/or Series D Warrants, as applicable) as elected by the Holder without volume restrictions in the Automatic Exercise Reduction Notice, but in no event less than all of the aggregate number of Warrant Shares (and/or Series D Warrants, as applicable) then available to be issued to, or an resold by, as applicable, the Holder pursuant to such effective registration statement for Registration Statement(s) (the underlying Common Stock is on file “Available Unrestricted Securities”) (such exercise, the “Automatic Exercise”), effective as of the second (2nd) Trading Day after the Series C Trigger Date, with the Securities (x) such Warrant Shares (and Exchange CommissionSeries D Warrant, if applicable) required to be delivered on the date that fifth (5th) Trading Day after the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price (as may be adjusted pursuant to Section 5 hereof) for a period of sixty (60) consecutive Trading Days Series C Trigger Date (the “Automatic Exercise Date”), ) and (y) the purchase rights represented by this Warrant shall, automatically and without any action on the part of the holder thereof, be exercised in accordance aggregate Exercise Price with Section 1.2 hereof; provided, however, that, in the formula for such exercise pursuant to this Section 1.3, “A” shall be equal respect to the Current Market Price of one share of Common Stock Automatic Exercise to be paid by the Holder to the Company on the Automatic Exercise Date. On any Automatic Exercise the third (3rd) Trading Day immediately prior to the Series C Trigger Date, the Company will notify shall deliver to the Holder a written notice containing a certification from the Chief Executive Officer of the automatic exercise of this Warrant hereunder at Company specifying: (i) that the address set forth in this WarrantShareholder Approval has been obtained, whereupon, this Warrant shall be exercised automatically without any further action by the Holder hereof and (ii) whether or not this there has been an Equity Conditions Failure, (iii) such aggregate number of Warrant is surrendered Shares (or Series D Warrants solely as necessary to prevent such aggregate number of Warrant Shares to exceed the Beneficial Ownership Limitation) proposed to be issued in the Automatic Exercise (collectively, the “Automatic Exercise Warrant Shares”), (iv) such aggregate number of Warrant Shares available to be issued to, or resold by, as applicable, the Holder pursuant to the Company or its warrant agent; provided, howeverapplicable Registration Statement(s) and (v) solely if an Equity Conditions Failure then exists, that unless the Holder waives such Equity Conditions Failure, no Automatic Exercise hereunder shall occur. On the Automatic Exercise Date (after giving effect to the Adjustment), the Company shall not be obligated deliver to issue the shares Holder such aggregate number of Common Stock Automatic Exercise Warrant Shares (or Series D Warrants solely as necessary to prevent such aggregate number of Automatic Exercise Warrant Shares to exceed the Beneficial Ownership Limitation) then issuable upon exercise of this Warrant unless this Warrant is either delivered Warrant. The mechanics of exercise set forth in Section 2(d) shall apply, to the extent applicable, with respect to the delivery of the Automatic Exercise Warrant Shares as if the Company or had received from the Holder notifies on the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory third (3rd) Trading Day prior to the Company Automatic Exercise Date, an Exercise Notice with respect to indemnify all of the Company from then-remaining Warrant Shares. Notwithstanding anything contained in this Section 2(f) to the contrary, if (I) the average daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Trading Market on any loss incurred Trading Day during the period commencing on the Series C Trigger Date and ending on the Trading Day immediately preceding the Automatic Exercise Date is less than $250,000; or (II) an Equity Conditions Failure occurs on any day during the period commencing on the Series C Trigger Date and ending on the Automatic Exercise Date which has not been waived in writing by it the Holder (each, an “Automatic Exercise Conditions Failure”), then, at the option of the Holder designated in connection therewith. Upon writing to the exercise Company, either (i) the Automatic Exercise shall not occur and the aggregate number of this Warrant Shares then issuable hereunder shall, until the Termination Date, be exercisable hereunder as if no Automatic Exercise had occurred, ab initio, pursuant to this Section 1.32(f) or (ii) the Holder shall waive such Automatic Exercise Conditions Failure and, with respect to any Registration Failure, specifying such aggregate number of Automatic Exercise Warrant Shares (including such aggregate number of Available Unrestricted Securities) to be exercised by the holder Holder in the Automatic Exercise. For the avoidance of doubt, if a Registration Failure exists and the Holder elects to exercise this Warrant into a number of Warrant Shares (or Series D Warrants, as applicable) in excess of the aggregate number of Available Unrestricted Securities, such excess Warrant Shares (or Series D Warrants, as applicable) shall surrender this Warrant be issued with a restricted legend pursuant to the Company rules and regulations of the Company shall cause its transfer agent to deliver the shares of Common Stock issuable upon such exerciseSecurities Act.

Automatic Exercise. Provided (i) Notwithstanding anything herein to the contrary, if at any time (i) the closing price of the Common Stock on the principal Trading Market is at least $3.00 per share for 10 consecutive Trading Days, (ii) the average of the daily trading dollar volume of the Common Stock during that same period is at least $150,000 per day, and (iii) the Warrant Shares are registered pursuant to an effective registration statement and the prospectus complies with Section 5(b) of the 1933 Act, the remainder of this Warrant shall be automatically exercised in full, and, the Holder shall, within 30 Trading Days after its receipt of written notice from the Company that the foregoing conditions have been met, deliver the Exercise Price to the Company or exercise the Warrant by means of a cashless exercise, and the Company shall cause its Transfer Agent to deliver the remaining Warrant Shares to the Holder within 72 hours, in accordance with the procedures set forth in Section 2; provided, however, that this Section 2(f) shall only apply if as of the applicable date no Equity Conditions Failure has occurred. (ii) For the purposes of this Section 2(f), “Equity Conditions Failure” means that any of the Equity Conditions was not satisfied at all times during an applicable Equity Conditions Measuring Period. “Equity Conditions” means, except as otherwise provided, on each day during the period beginning one month prior to the applicable date of determination and ending on such applicable date of determination (the “Equity Conditions Measuring Period”), (a) the Common Stock is listed or designated for quotation (as applicable) on a Principal Market and shall not have been suspended from trading on any such Principal Market, nor shall delisting or suspension by a Principal Market have been threatened or be reasonably likely to occur as evidenced by (A) a writing by such Principal Market or (B) the Company or its Common Stock falling below the minimum listing maintenance requirements of the Principal Market on which the Common Stock is then listed or designated for quotation (as applicable); (b) the Company shall have delivered all shares of Common Stock issuable upon exercise of this Warrant are freely-tradable by and each other Transaction Document on a timely basis as provided in this Warrant; (c) any shares of Common Stock to be issued in connection with the Holder provisions of any Transaction Document may be issued in full without volume restrictions violating the rules or an effective registration statement for regulations of the underlying Principal Market on which the Common Stock is on file with the Securities and Exchange Commission, on the date that the Current Market Price equals then listed or exceeds 2.5 times the then-applicable Exercise Price designated for quotation (as may applicable); (d) no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (e) there has not been a suspension from trading or the failure of the Common Stock to be adjusted pursuant to Section 5 hereoftrading or listed (as applicable) on a Principal Market for a period of sixty (60) five consecutive Trading Days Days; (f) there has been no occurrence of or continuation of any default under, prepayment of or acceleration prior to maturity of an aggregate of $25,000 or more of Indebtedness of the “Automatic Exercise Date”)Company or any of its Subsidiaries; (g) the Company otherwise shall have been in material compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any Transaction Document; (h) a Triggering Event (as defined in the purchase rights represented Certificate of Designations) has not existed; (i) since the date the holder received notice of automatic exercise under Section 2(f) the Holder shall not be in possession of any material, non-public information provided to it by this Warrant shallthe Company, automatically and without any action of its Subsidiaries or any of their respective affiliates, employees, officers, directors, shareholders, members, managers, partners, representatives or agents; (j) on the applicable date of determination (1) no failure on the part of the holder thereof, be exercised in accordance with Section 1.2 hereof; provided, however, that, in the formula for such exercise pursuant Company to this Section 1.3, “A” shall be equal to the Current Market Price of one share maintain shares of Common Stock on authorized and reserved for issuance sufficient to meet the Automatic Exercise Date. On any Automatic Exercise DateRequired Reserved Amount shall exist or be continuing, (2) the number of shares of Common Stock available under the articles of incorporation of the Company will notify and reserved by the Company to be issued pursuant to the Preferred Shares and Warrants shall be greater than the Required Reserve Amount, and (3) all shares of Common Stock to be issued in connection with the event requiring this determination may be issued in full without resulting in a failure described in (1); (k) no bona fide dispute shall exist, by and between the Holder of the automatic exercise Warrants or Preferred Shares, the Company, a Principal Market and/or the Financial Industry Regulatory Authority with respect to any term or provision of this any Warrant hereunder at the address set forth in this Warrantor any other Transaction Document, whereupon, this Warrant shall be exercised automatically without any further action by the Holder hereof and whether or not this Warrant is surrendered to the Company or its warrant agent; provided, however, that the Company shall not be obligated to issue (l) the shares of Common Stock issuable upon pursuant the event requiring the satisfaction of the Equity Conditions (without regard to any limitations on exercise of this Warrant unless this Warrant is either delivered to the Company or the Holder notifies the Company that this Warrant has been lostset forth herein) are duly authorized and listed, stolen or destroyedif required, and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the exercise of this Warrant pursuant to this Section 1.3, the holder of this Warrant shall surrender this Warrant to the Company and the Company shall cause its transfer agent to deliver the shares of Common Stock issuable upon such exerciseeligible for trading without restriction on a Principal Market.