Common use of Cashless Exercise Under Certain Circumstances Clause in Contracts

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder registered holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder registered holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder registered holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder registered holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP (defined below) on the Business Day immediately preceding the date on which the Holder registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder Warrant Agent and each registered holder of Warrants prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to registered holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to PurchaseExercise Date; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.;

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder of this Warrant prompt written notice of at any time that the Company is unable to issue the Warrant Shares via DTC The Depository Trust Company (“DTC”) transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to any registration statement registering the Warrant Shares (the “Registration Statement”), (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a this Warrant in accordance with the terms of the Warrants Warrant but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to Holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase Notice of Exercise and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to PurchaseExercise Date; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase a Notice of Exercise for a cashless exercise, the Warrant Agent Company will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. In addition, if Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrant being exercised. The Company shall calculate and transmit agrees not to the Warrant Agent, and the Warrant Agent shall have no obligation under take any position contrary to this section to calculate, the number of Warrant Shares issuable in connection with the cashless exerciseSection 2(c).

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise permanently (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, which shall solely be permitted upon the occurrence of a Restrictive Legend Event as set forth herein, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder registered holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC a transfer effected by the Depository or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “"Restrictive Legend Event”"). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder registered holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred [and no exemption from the registration requirements is available], the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “"cashless exercise,” ", the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-A x B) - (XA x C)] by (AB), where: (A) = the VWAP on the Business Day immediately preceding the date on total number of shares with respect to which the Holder elects to exercise the this Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchaseis then being exercised; (B) = the Exercise Price arithmetic average of the Warrant, Closing Sale Prices (as it may have been adjusted hereunder; and (Xdefined below) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with Common Stock for the terms of five (5) consecutive trading days ending on the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, date immediately preceding the Warrant Agent will promptly deliver a copy date of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.Purchase; and

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder registered holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC a transfer effected by the Depository or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “"Restrictive Legend Event”"). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder registered holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “"cashless exercise,” ", the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-A x B) - (XA x C)] by (AB), where: (A) = the VWAP on the Business Day immediately preceding the date on total number of shares with respect to which the Holder elects to exercise the such Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchaseis then being exercised; (B) = the Exercise Closing Sale Price (as defined below) of the Warrant, as it may have been adjusted hereunder; and (X) = Common Stock on the number of Warrant Shares that would be issuable upon exercise of date immediately preceding the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy date of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.Purchase; and

Cashless Exercise Under Certain Circumstances. (ia) The Company shall provide to the Registered Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise the prospectus contains in the Registration Statement is not available for issuance of the Warrant Shares by the Company (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Registered Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Registered Holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Registered Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Registered Holder. (iib) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is availableoccurred, the Warrants Warrant shall only be exercisable on a “cashless basis. Notwithstanding anything herein to ”, by exchanging the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate Warrants (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms Section 3(a)(9) of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election Act (or any successor rule) or another exemption pursuant to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exerciseSection 3.3.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder of this Warrant prompt written notice of at any time that the Company is unable to issue the Warrant Shares via The DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to any registration statement registering the Warrant Shares (the “Registration Statement”), (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each each, a “Restrictive Legend Event”). To the extent that If a Restrictive Legend Event occurs after the Holder has exercised a this Warrant in accordance with the terms of the Warrants Warrant but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to Holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase Notice of Exercise and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Trading Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to PurchaseExercise Date; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in full in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase a Notice of Exercise for a cashless exercise, the Warrant Agent Company will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. In addition, if Warrant Shares are issued in such a cashless exercise where no commission or other remuneration is paid or given directly or indirectly for soliciting such cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrant being exercised. The Company shall calculate and transmit agrees not to the Warrant Agent, and the Warrant Agent shall have no obligation under take any position contrary to this section to calculate, the number of Warrant Shares issuable in connection with the cashless exerciseSection 2(c).

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Registered Holder and the Warrant Agent prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (D) the prospectus contained in the Registration Statement is not available for the issuance of the Warrant Shares to the Holder, or (DE) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs occurs, after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Registered Holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase Notice of Exercise and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, then the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) * (X)] by (A), where: (A) = the five-day VWAP on the Business Day immediately preceding the date on which time of delivery of the Holder elects Notice of Exercise giving rise to exercise the Warrant by means of a applicable “cashless exercise,” as set forth in the applicable Election to PurchaseNotice of Exercise; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase a Notice of Exercise for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase Notice of Exercise to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company promptly shall provide to the Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC Depository-transfer or otherwise (without any restrictive legend), because (Aa) the Commission has issued a stop order with respect to the Registration Statement, ; (Bb) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, ; (Cc) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, ; or (Dd) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants Warrants, but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (Ay) rescind the previously submitted Election to Purchase and Purchase, in which case the Company shall return all consideration paid by the Holder for such shares upon such rescission rescission, or (Bz) treat the attempted exercise as a cashless exercise as described in the next immediately following paragraph and refund the cash portion of the Exercise Price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements of the Securities Act is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) × (XC)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (XC) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the such cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder of this Warrant prompt written notice of at any time that the Company is unable to issue the Warrant Shares via DTC The Depository Trust Company (“DTC”) transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to any registration statement registering the Warrant Shares (the “Registration Statement”), (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each each, a “Restrictive Legend Event”). To the extent that If a Restrictive Legend Event occurs after the Holder has exercised a this Warrant in accordance with the terms of the Warrants Warrant but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to Holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase Notice of Exercise and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Trading Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to PurchaseExercise Date; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in full in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase a Notice of Exercise for a cashless exercise, the Warrant Agent Company will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. In addition, if Warrant Shares are issued in such a cashless exercise where no commission or other remuneration is paid or given directly or indirectly for soliciting such cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrant being exercised. The Company shall calculate and transmit agrees not to the Warrant Agent, and the Warrant Agent shall have no obligation under take any position contrary to this section to calculate, the number of Warrant Shares issuable in connection with the cashless exerciseSection 2(c).

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder Warrant Agent and each registered holder of Warrants prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to registered holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to PurchaseExercise Date; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder Warrant Agent and each registered holder of Warrants prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to registered holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to PurchaseExercise Date; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares ADSs via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant SharesADSs, the Company shall, at the election of the Holder to Holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant SharesADSs. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares ADSs equal to the quotient obtained by dividing [(A-B) (X)] ) by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to PurchaseExercise Date; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunderas set forth herein; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Registered Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Registered Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Registered Holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the such Registered Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price to the such Registered Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Registered Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Registered Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (ia) The Company promptly shall provide to the Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC Depository-transfer or otherwise (without any restrictive legend), because (Aa) the Commission has issued a stop order with respect to the Registration Statement, ; (Bb) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, ; (Cc) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, ; or (Dd) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants Warrants, but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (Ay) rescind the previously submitted Election to Purchase and Purchase, in which case the Company shall return all consideration paid by the Holder for such shares upon such rescission rescission, or (Bz) treat the attempted exercise as a cashless exercise as described in the next immediately following paragraph and refund the cash portion of the Exercise Price to the Holder. (iib) If a Restrictive Legend Event has occurred and no exemption from the registration requirements of the Securities Act is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) × (XC)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (XC) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the such cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to issue deliver the Warrant Shares ADSs via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant SharesADSs, the Company shall, at the election of the Holder to Holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance delivery of the Warrant SharesADSs. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares ADSs equal to the quotient obtained by dividing [(A-B) (X)] ) by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to PurchaseExercise Date; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunderas set forth herein; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder registered holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC a transfer effected by the Depository or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder registered holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Warrant Agent and each registered Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise permanently (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, which shall solely be permitted upon the occurrence of a Restrictive Legend Event as set forth herein, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder Warrant Agent and each registered holder of Warrants prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to registered holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to PurchaseExercise Date; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide If during the Exercise Period, the issuance of the Exercise Shares to the Holder prompt written notice is not covered by the registration statement on Form S-3 (File No. 333-205704) or any other effective registration statement under the Securities Act of any time that 1933, as amended, and the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness fair market value of one share of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of Common Stock is greater than the Exercise Price to (at the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrarydate of calculation as set forth below), the Company shall not be required permitted to make any cash payments or net cash settlement satisfy its obligation to issue the shares to be issued on exercise of a Warrant by issuing to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” Holder, and the Holder shall be entitled permitted to receive exercise all or part of a certificate (or book entry) for the number of Warrant Shares by electing to receive, shares equal to the quotient obtained by dividing [value (A-Bas determined below) of the Warrant (X)] by (Aor the portion thereof being canceled), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means in lieu of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = paying the Exercise Price in immediately available funds. Upon delivery of a properly endorsed Notice of Exercise, the Warrant, as it may have been adjusted hereunder; and (X) Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of Warrant Shares that would shares of Common Stock to be issuable upon exercise issued to the Holder Y = the number of shares of Common Stock for which the Warrant in accordance with the terms of the Warrant is then being exercised if such exercise were by means of a cash exercise rather than a cashless exercise A = the last Weighted Average Price immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last Weighted Average Price” will be the last Weighted Average Price as calculated over an entire Trading Day such that, in the event that the Warrant is exercised at a time that the Principal Market is open, the prior Trading Day’s Weighted Average Price shall be used in this calculation) B = Exercise Price in effect at the time of exercise If Exercise Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Exercise Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 3.3.8, subject to any change in applicable law, regulation or guidance. Upon receipt of an Election to Purchase Notice of Exercise for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase Notice of Exercise to the Company to confirm the number of Warrant Exercise Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Exercise Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder of this Warrant prompt written notice of at any time that the Company is unable to issue the Warrant Shares via DTC The Depository Trust Company (“DTC”) transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to any registration statement registering the Warrant Shares (the “Registration Statement”), (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a this Warrant in accordance with the terms of the Warrants Warrant but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to Holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase Notice of Exercise and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants shall only Warrant may be exercisable on a cashless basis; provided that if the Company attempted to register the Warrant Shares on a Registration Statement prior to such exercise, the Holder provided all reasonably requested information necessary to register the Warrant Shares. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to PurchaseExercise Date; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase a Notice of Exercise for a cashless exercise, the Warrant Agent Company will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. In addition, if Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrant being exercised. The Company shall calculate and transmit agrees not to the Warrant Agent, and the Warrant Agent shall have no obligation under take any position contrary to this section to calculate, the number of Warrant Shares issuable in connection with the cashless exerciseSection 2(c).

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder and the Warrant Agent prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder Warrant Agent and each registered holder of Warrants prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to registered holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entryentry equivalent) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder Warrant Agent and each registered holder of Warrants prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to registered holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise (if the option of a cashless exercise is permitted or otherwise available) as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If This Warrant shall only be exercisable on a cashless basis if (i) a Restrictive Legend Event has occurred and occurred; (ii) no exemption from the registration requirements is available, available and (iii) the Warrants shall only be exercisable exercise of this Warrant on a cashless basisbasis is not prohibited by the rules and policies of the TSX-V or any other stock exchange upon which the Company’s Common Stock is listed at the time of such cashless exercise. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entryentry equivalent) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder of this Warrant prompt written notice of at any time that the Company is unable to issue the Warrant Shares via DTC The Depository Trust Company (“DTC”) transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to any registration statement registering the Warrant Shares (the “Registration Statement”), (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a this Warrant in accordance with the terms of the Warrants Warrant but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to Holder, which shall be given within five (5) Business Days days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase Notice of Exercise and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Trading Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to PurchaseExercise Date; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in full in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase a Notice of Exercise for a cashless exercise, the Warrant Agent Company will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. In addition, if Warrant Shares are issued in such a cashless exercise where no commission or other remuneration is paid or given directly or indirectly for soliciting such cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrant being exercised. The Company shall calculate and transmit agrees not to the Warrant Agent, and the Warrant Agent shall have no obligation under take any position contrary to this section to calculate, the number of Warrant Shares issuable in connection with the cashless exerciseSection 2(c).

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder registered holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC a transfer effected by the Depository or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “"Restrictive Legend Event”"). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder registered holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “"cashless exercise,” ", the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-A x B) - (XA x C)] by (AB), where: (A) = the VWAP on the Business Day immediately preceding the date on total number of shares with respect to which the Holder elects to exercise the this Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchaseis then being exercised; (B) = the Exercise Price arithmetic average of the Warrant, Closing Sale Prices (as it may have been adjusted hereunder; and (Xdefined below) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with Common Stock for the terms of five (5) consecutive trading days ending on the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, date immediately preceding the Warrant Agent will promptly deliver a copy date of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.Purchase; and

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder registered holders of the Warrants prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration StatementStatement or any other registration statement registering the issuance of the Warrant Shares, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, and no other registration statement registering the issuance of the Warrant Shares is then effective, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, and no other registration statement registering the issuance of the Warrant Shares is then effective, or (D) otherwise (each a “Restrictive Legend Registration Failure Event”). To the extent that a Restrictive Legend Registration Failure Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder registered holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Registration Failure Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) if then permitted pursuant to the terms hereof, treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If (A) a Restrictive Legend Registration Failure Event has occurred and is continuing and no exemption from the registration requirements is availableavailable for the cash exercise of the Warrant and (B) an exemption from the registration requirements of the Act permitting cashless exercise of the Warrant and the public resale of the Warrant Shares on the Exercise Date is available and the Company has obtained an opinion of counsel to that effect, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder registered holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Trading Day immediately preceding the date on which the Holder registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Warrant Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder registered holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC a transfer effected by the Depository or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder registered holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred [and no exemption from the registration requirements is available], the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-A x B) - (XA x C)] by (AB), where: (A) = the VWAP on the Business Day immediately preceding the date on total number of shares with respect to which the Holder elects to exercise the this Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchaseis then being exercised; (B) = the Exercise Price arithmetic average of the Warrant, Closing Sale Prices (as it may have been adjusted hereunder; and (Xdefined below) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with Common Stock for the terms of five (5) consecutive trading days ending on the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, date immediately preceding the Warrant Agent will promptly deliver a copy date of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.Purchase; and

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder registered holders of the Warrants prompt written notice of any time that the Company or its transfer agent is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration StatementStatement or any other registration statement registering the issuance of the Warrant Shares, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, and no other registration statement registering the issuance of the Warrant Shares is then effective, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, and no other registration statement registering the issuance of the Warrant Shares is then effective, or (D) otherwise (each a “Restrictive Legend Registration Failure Event”). To the extent that a Restrictive Legend Registration Failure Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder registered holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Registration Failure Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) if then permitted pursuant to the terms hereof, treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If (A) a Restrictive Legend Registration Failure Event has occurred and is continuing and no exemption from the registration requirements is availableavailable for the cash exercise of the Warrant and (B) an exemption from the registration requirements of the Act permitting cashless exercise of the Warrant and the public resale of the Warrant Shares on the Exercise Date is available and the Company has obtained an opinion of counsel to that effect, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder registered holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Trading Day immediately preceding the date on which the Holder registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Warrant Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Registered Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Registered Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Registered Holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the such Registered Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price to the such Registered Holder.. Broadridge Corporate Issuer Solution, LLC and Accelerate Diagnostics, Inc. January 23, 2024 Confidential (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Registered Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Registered Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Registered Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Registered Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Registered Holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the such Registered Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price to the such Registered Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Registered Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Registered Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Warrant Agency Agreement, p. 6 of 23 Document Number: 23842v5 Broadridge Corporate Issuer Solution, LLC and Accelerate Diagnostics, Inc. [Issuance Date] Confidential Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not under any circumstances be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant SharesShares and, accordingly, any or all of the Warrants may expire worthless. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the WarrantPrice, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder registered holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise of any other reason (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder registered holder to be given within five (5) Business Days days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price exercise price to the Holderregistered holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” ”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.

Cashless Exercise Under Certain Circumstances. (i) The Company shall provide to the Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price to the Holder. (ii) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase; (B) = the Exercise Price of the Warrant, as it may have been adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless exercise.