Common use of Cashless Exercise Clause in Contracts

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, covering the issuance or resale of the prospectus contained therein Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(c) hereof hereof, or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(c) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at the time the Holder exercises this Warrant in accordance with the provisions of exercise hereof this Section 2 there is no not an effective registration statement registering, or covering the prospectus contained therein is not available for the issuance resale of the Warrant Shares to the Holdershares of Common Stock issuable upon such exercise, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled have the right to receive a convert this Warrant (the "Conversion Right") into Warrant Shares as provided in this Section 2.4(d). Upon exercise of the Conversion Right with respect to Warrant Shares (the "Converted Warrant Shares"), the Company shall deliver to the Holder (without payment by the Holder of any exercise price or any cash or other consideration) that number of Warrant Shares equal computed using the following formula: X = Y (A - B) A Where: X = the number of Warrant Shares to be delivered to the quotient obtained by dividing [(A-B) (X)] by (A), where: Holder; Y = the number of Converted Warrant Shares; A = the Current Market Price; and B = the Current Warrant Price (as applicable: (i) the VWAP adjusted on the Trading Day immediately preceding the date Conversion Date). No fractional shares shall be issuable upon exercise of the applicable Notice Conversion Right, and if the number of Exercise if such Notice of Exercise shares to be issued (determined in accordance with the foregoing formula) is (1) both executed and delivered pursuant to Section 2(a) hereof on other than a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior whole number, the Company shall pay to the opening Holder with respect to such fractional shares an amount in cash determined in accordance with Section 2.2. The Conversion Right may be exercised by the Holder by the surrender of “regular trading hours” (as defined in Rule 600(b)(64) the Warrant at the principal executive office of Regulation NMS promulgated the Company together with a written statement specifying that the Holder thereby intends to exercise the Conversion Right and indicating the total number of shares under the federal securities laws) Warrant that the Holder is exercising through the Conversion Right. Such conversion shall be effective upon receipt by the Company of the Warrant together with the aforesaid written statement, or on such Trading Day, later date as is specified therein (ii) at the option "Conversion Date"). Certificates for the shares issuable upon exercise of the HolderConversion Right shall be delivered to the Holder promptly following the Conversion Date and, either (y) if applicable, a new warrant evidencing the VWAP on the Trading Day immediately preceding the date balance of the applicable Notice of Exercise or (z) shares remaining subject to the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of Warrant shall also be delivered to the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If At any time during the Warrant Term, the Holder may, at the time of exercise hereof there is no effective registration statement registeringHolder’s option, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercisedexchange, in whole or in part, at the Warrants represented by such time by means Holder’s Warrant Certificate which are exercisable for the purchase of Shares into the number of Shares determined in accordance with this Article 2.2 (a “cashless exercise” Warrant Exchange”), by surrendering such Warrant Certificate at the principal office of the Company or at the office of its transfer agent, accompanied by a notice stating such Holder’s intent to effect such exchange, the number of Warrants to be so exchanged and the date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company or at the office of its transfer agent, as applicable (the “Exchange Date”). Certificates for the Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant Certificate of like tenor representing the Warrants which were subject to the surrendered Warrant Certificate and not included in the Warrant Exchange, shall be issued as of the Exchange Date and delivered to the Holder within ten (10) business days following the Exchange Date. In connection with any Warrant Exchange, the Holder shall be entitled to receive a subscribe for and acquire (i) the number of Shares (rounded to the next highest integer) which would, but for such Warrant Exchange, then be issuable pursuant to the provisions of Article 2.1 above upon the exercise of the Warrants specified by the Holder in its Notice of Exchange (the “Total Share Number”) less (ii) the number of Shares equal to the quotient obtained by dividing [(A-Ba) the product of the Total Share Number and the existing Exercise Price per Share (X)] as hereinafter defined) by (A)b) the Market Price (as hereinafter defined) of a Public Share on the trading day immediately preceding the Exchange Date. “Market Price” at any date shall be deemed to be the closing sale price or, where: A = in case no reported sales takes place on such day, the average of the closing sale prices for the last three consecutive trading days on which reported sales have taken place, in either case as applicable: officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the closing bid price as reported by (i) Bloomberg Financial Markets (or any successor thereto) (“Bloomberg”) through the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day OTC Bulletin Board or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular successor trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, market or (ii) at if not listed on the option OTC Bulletin Board (or its successor market), the “pink sheets.” If the Common Stock is not listed or admitted to trading on any national securities exchange, and bid prices are not reported by Bloomberg through the OTC Bulletin Board or successor trading market, or the “pink sheets,” then the Market Price shall be determined in good faith by the mutual agreement of the Board of Directors of the Company and the Holder, either (y) where the VWAP on the Trading Day immediately preceding the date Board of Directors of the applicable Notice of Exercise or (z) Company shall prepare and deliver to the Bid Price of Holder its proposed market price and an analysis setting forth the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;basis for its determination.

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares Notwithstanding any provisions herein to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which contrary and commencing one (1) year following the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: Original Issue Date if (i) the VWAP on Per Share Market Value of one share of Common Stock is greater than the Trading Day immediately preceding Warrant Price (at the date of calculation as set forth below) and (ii) a registration statement under the applicable Notice Securities Act providing for the resale of Exercise if the Warrant Stock is not then in effect by the date such Notice of Exercise registration statement is (1) both executed and delivered required to be effective pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” Registration Rights Agreement (as defined in Rule 600(b)(64the Purchase Agreement) or not effective at any time during the Effectiveness Period (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, unless the registration statement is not effective as a result of the Issuer exercising its rights under SECTION 3(N) of Regulation NMS promulgated under the federal securities lawsRegistration Rights Agreement, in lieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) on such Trading Day, (ii) by surrender of this Warrant at the option principal office of the Holder, either (y) Issuer together with the VWAP on the Trading Day immediately preceding the date of the applicable properly endorsed Notice of Exercise or in which event the Issuer shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (zA)(Y) ------ B Where X = the Bid Price number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as Warrant or, if only a portion of the time Warrant is being exercised, the portion of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Warrant being exercised.

Cashless Exercise. If Subject to the provisions hereof, at any time or ----------------- from time to time prior to the time Expiration Date, the Holder shall also have the right to exercise this Warrant or any portion thereof, without payment by the Holder of exercise hereof there is no effective registration statement registeringthe Warrant Price in cash or any other consideration (other than the surrender of rights to receive Warrant Shares hereunder), as provided herein (a "CASHLESS EXERCISE"). Upon a Cashless Exercise with respect to a particular number of Warrant Shares (the "EXCHANGED WARRANT SHARES"), the Company shall deliver to the Holder (without payment by the Holder of the Warrant Price in cash or any other consideration (other than the prospectus contained therein is not available for surrender of rights to receive Common Stock hereunder) that number of Warrant Shares computed using the issuance following formula: X = Y (A - B) --------- A Where: X = the number of Warrant Shares to be delivered to the holder; Y = the number of Exchanged Warrant Shares; A = the Fair Market Value of the Warrant Shares as determined in accordance with Section 4. B = the Warrant Price (as adjusted through the Cashless Exercise Date) A Cashless Exercise may be effected by the Holder by the surrender of this Warrant as provided herein, together with a written statement specifying that the Holder thereby intends to effect a Cashless Exercise and indicating the number of Exchanged Warrant Shares which are covered by the Cashless Exercise. Such Cashless Exercise shall be effective upon receipt by the Company of this Warrant, together with the aforesaid written statement, or on such later date as is specified therein (the "CASHLESS EXERCISE DATE"). The Company shall issue to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time Cashless Exercise Date a certificate for the Warrant Shares issuable upon the Cashless Exercise and, if applicable, a new warrant of like tenor evidencing the balance of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant Warrant Shares remaining subject to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;this Warrant.

Cashless Exercise. If at In addition to the time manner of exercise hereof there is no effective registration statement registeringdescribed in Section 1.2, or the prospectus contained therein is not available for Holder shall also have the issuance of the Warrant Shares right to the Holder, then this Warrant may also be exercisedconvert, in whole or in part, this Warrant (the “Conversion Right”) at such any time by means prior to the expiration of a “cashless exercise” the Exercise Period, into shares of Common Stock in which accordance with this Section 1.3. Upon exercise of the Conversion Right, INCA shall deliver to the Holder shall be entitled to receive a (without payment by the Holder of the Warrant Price) that number of Warrant Shares shares of Common Stock equal to the quotient obtained by dividing [(A-Bx) the value of the portion of this Warrant being converted at the time the Conversion Right is exercised (X)] determined by subtracting the Warrant Price for the portion of this Warrant being converted (in effect immediately prior to the exercise of the Conversion Right) from the amount obtained by multiplying the number of shares of Common Stock issuable upon the whole or partial exercise of this Warrant, as the case may be, by the Market Price immediately prior to the exercise of the Conversion Right) by (A)y) the Market Price of one share of Common Stock immediately prior to the exercise of the Conversion Right. The Conversion Right may be exercised by the Holder, where: A = as applicable: at any time or from time to time, prior to the Expiration Date, on any business day by delivering a written notice (the “Conversion Notice”) to INCA at its offices, exercising the Conversion Right and specifying (i) the VWAP on total number of shares of Common Stock the Trading Day immediately preceding Holder will purchase pursuant to the conversion and (ii) a place and date not less than two (2) nor more than twenty (20) Business Days from the date of the applicable Subscription Notice for the closing of Exercise if such Notice of Exercise is purchase. At any closing under this Section 1.3, (1i) both executed the Holder will surrender this Warrant and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) INCA will deliver to the Holder a certificate or certificates for the number of shares of Common Stock issuable upon such conversion. If this Warrant shall have been converted only in part, INCA shall, at the option time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, either (y) appropriate notation may be made on this Warrant and the VWAP on same returned to the Trading Day immediately preceding Holder. INCA shall pay all expenses, taxes and other charges payable in connection with the date preparation, issue and delivery of such stock certificates and new Warrants, except that, in case such stock certificates and/or new Warrants shall be registered in a name or names other than the name of the applicable Notice Holder, funds sufficient to pay all stock transfer taxes that are payable upon the issuance of Exercise such stock certificates or (z) new Warrants shall be paid by the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of Holder at the time of delivering the Holder’s execution notice of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;exercise mentioned above.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, covering the issuance or resale of the prospectus contained therein Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of a “cashless exercise” in which the Holder shall be entitled Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number" of shares of Common Stock determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(d) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(d) hereof on a Trading Day prior to the opening of “"regular trading hours” " (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s 's execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “"regular trading hours” " on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(d) hereof hereof, or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(d) hereof after the close of “"regular trading hours” " on such Trading Day;. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the portion of this Warrant being exercised, and the holding period of the portion of this Warrant being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. If Notwithstanding any provision herein to the contrary, and (i) the volume weighted average price of one share of Common Stock on the OTC Bulletin Board or such other securities exchange on which the Common Stock is then traded or included for quotation, for any ten (10) consecutive Trading Days is greater than the Warrant Price (at or prior to the date of calculation as set forth below) and (ii) commencing eighteen (18) months following the Original Issue Date if a registration statement under the Securities Act providing for the resale of the Warrant Stock (A) has not been declared effective by the Securities and Exchange Commission by the date such registration statement is required to be effective pursuant to the Registration Rights Agreement (as defined in Section 8), or (B) is not effective at the time of exercise hereof there is no effective of this Warrant, unless the registration statement registering, or the prospectus contained therein is not available for effective as a result of the issuance Issuer exercising its rights under Section 3(n) of the Registration Rights Agreement, in lieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Issuer together with the properly endorsed Notice of Exercise in which event the Issuer shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant Shares to or, if only a portion of the Holder, then this Warrant may also be is being exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date portion of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Warrant being exercised.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, (which may be the Registration Statement) covering the issuance or resale of the prospectus contained therein Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there the Registration Statement (as defined in the Securities Purchase Agreement) is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If In lieu of payment of the Exercise Price as provided above, the Holder may elect a cashless net exercise. In the case of such cashless net exercise, the Holder shall surrender this Warrant for cancellation and receive in exchange therefor the full number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) as is computed using the following formula: X = Y * (A - B) ----------- A where: X = the number of shares of Common Stock (or Other Securities) to be issued to the Holder upon cashless exercise of this Warrant Y = the total number of shares Common Stock (or Other Securities) covered by this Warrant which the Holder has surrendered at such time for cashless exercise (including both shares to be issued to the Holder upon cashless exercise of this Warrant and shares to be cancelled as payment therefor) A = the Current Market Value as of the business day on which the Holder surrenders this Warrant to the Company B = the Exercise Price then in effect under this Warrant at the time at which the Holder surrenders this Warrant to the Company For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), it is intended, understood and acknowledged that the Common Stock (or Other Securities) issued in a cashless exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares transaction shall be deemed to have been acquired by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which and the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of holding period for the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2or Other Securities) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant shall be deemed to Section 2(a) hereof or (iii) the VWAP have commenced, on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;this Warrant was originally issued.

Cashless Exercise. If at (i) At any time during the time of exercise hereof there is no effective registration statement registering, or Exercise Period when the prospectus contained therein is not available for the issuance resale of the Warrant Shares by the Registered Holder is not registered pursuant to an effective registration statement filed with the HolderSecurities and Exchange Commission under the Securities Act of 1933, then as amended (the “Securities Act”), the Registered Holder may, at its option, elect to exercise this Warrant may also be exercisedWarrant, in whole or in part, on a cashless basis, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such time other office or agency as the Company may designate, by means canceling a portion of a “cashless exercise” this Warrant in which payment of the Holder shall be entitled to receive a Purchase Price payable in respect of the number of Warrant Shares equal purchased upon such exercise. In the event of an exercise pursuant to this subsection 1(b), the number of Warrant Shares issued to the quotient obtained by dividing [(ARegistered Holder shall be determined according to the following formula: X = Y(A-B) Where: X = the number of Warrant Shares that shall be issued to the Registered Holder; Y = the number of Warrant Shares for which this Warrant is being exercised (Xwhich shall include both the number of Warrant Shares issued to the Registered Holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price)] by (A), where: ; A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” Fair Market Value (as defined in Rule 600(b)(64below) of Regulation NMS promulgated under one share of Common Stock; and B = the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Purchase Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;then in effect.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of an exercise hereof there is no effective registration statement registering, an Equity Conditions Failure with respect to clauses (ii) or the prospectus contained therein is not available for the issuance (iii) of the Warrant Shares to the Holderdefinition of Equity Conditions shall then exist, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to make a cashless exercise (each a “Cashless Exercise” ) under this paragraph (d). A Cashless Exercise under this paragraph (d) may be made, at such time by means the election of a “cashless exercise” in which the Holder from time to time and irrespective of any other election to make a Cashless Exercise, so that upon such exercise Holder shall be entitled receive the “Net Number” of shares of Common Stock determined according to receive a the following formula: Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A = the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A is then being exercised. B = as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, Day or (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Closing Sale Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close opening of “regular trading hours” on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there is no effective a registration statement registering, is not effective (or the prospectus contained therein is not available for use) for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A = the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A is then being exercised. B = as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Closing Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 2(3) below), if at the time of exercise hereof there the Registration Statement (as defined in the Securities Purchase Agreement) is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = [(A x B) - (A x C)] / B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof hereof; or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there is no effective a registration statement registering, is not effective (or the prospectus contained therein is not available for use) for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at If, following the time of exercise hereof date that is six months following the Initial Exercise Date hereof, there is no effective registration statement registering, or the prospectus contained therein is not available available, for the issuance resale of the Warrant Shares to the HolderShares, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;; B = the Exercise Price of this Warrant, as adjusted hereunder; and

Cashless Exercise. If Notwithstanding anything contained herein to the contrary, whether or not at the time of such exercise hereof there is no effective a registration statement registering, is effective (or the prospectus contained therein is not available for use) for the issuance resale by the Registered Holder of all of the Warrant Shares to the HolderShares, then the Registered Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the applicable Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of Warrant Shares equal with respect to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = which this Warrant is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the United States federal securities laws) on such Trading Day, ; (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Registered Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or 1(a); (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;, of (iv) if the Common Stock is not then listed or quoted on a Principal Market, the fair market value per Share as determined by: (A) an independent appraiser selected in good faith by the Registered Holder and the Company or (B) as otherwise may be mutually agreed upon by the Registered Holder and the Company. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if, at the time of exercise hereof there hereof, the Registration Statement (as defined in the Securities Purchase Agreement) is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f)), whether or not at the time of such exercise hereof there is no effective a registration statement registering, is effective (or the prospectus contained therein is not available for use) for the issuance resale by the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, ; (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof 1(a); or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at Notwithstanding anything contained herein to the time contrary (other than Section 12 below), the Holder may, in lieu of making the cash payment otherwise contemplated to be made to the Company upon exercise, elect instead to receive upon such exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for “Net Number” of shares of Common Stock determined according to the issuance following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Warrant Shares foregoing formula: A = the total number of shares with respect to the Holder, then which this Warrant may also be is then being exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A . B = as applicable: (i) the VWAP closing sale price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) 5 hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) 5 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price bid price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or 5 hereof, (iii) the VWAP closing sale price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a) 5 hereof after the close of “regular trading hours” on such Trading Day;, or (iv) if the Common Stock is not traded in such manner that the quotations referred to above are available, the fair value per share of the Common Stock as determined by the Board of Directors of the Company in good faith. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(g) below), if at the time of an exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holderan Equity Conditions Failure shall then exist, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to make a cashless exercise (each a “Cashless Exercise”) under this paragraph (d). A Cashless Exercise under this paragraph (d) may be made, at the election of the Holder from time to time and irrespective of any other election to make a Cashless Exercise, so that upon such time by means of a “cashless exercise” in which exercise the Holder shall be entitled receive the “Net Number” of shares of Common Stock determined according to receive a the following formula: Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A = the total number of shares of Common Stock with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A is then being exercised. B = as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof hereof, or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, (which may be the Registration Statement) covering the issuance or resale of the prospectus contained therein Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of a “cashless exercise” in which the Holder shall be entitled Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number" of shares of Common Stock determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), the Holder may, in its sole discretion, exercise the Warrants represented by this Warrant Certificate in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock (the “Net Number”) determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the foregoing formula: A = the total number of shares with respect to which the Warrants represented by this Warrant Certificate is then being exercised. B =the quotient of (x) the sum of the VWAP of the Common Stock of each of the ten (10) Trading Days ending at the close of business on the Principal Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (y) ten (10). C = the Exercise Price then in effect for the applicable Warrant Shares at the time of exercise hereof there is no effective registration statement registering, or such exercise. D = the prospectus contained therein is not available for the issuance lower of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-Bw) (X)] by (A), where: A = as applicable: , (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, and (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Closing Sale Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof during such Trading Day or after the close of “regular trading hours” on such Trading Day;, (x) the VWAP of the Common Stock at the close of business on the Principal Market on the Trading Day immediately prior to the applicable Exercise Date, (y) the quotient of (A) the sum of the VWAP of the Common Stock of each of the ten (10) Trading Days ending at the close of business on the Principal Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (B) ten (10) and (z) the lowest Bid Price of the Common Stock at any time during the Trading Day on the applicable Exercise Date. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the date hereof, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date the Warrants represented by this Warrant Certificate was originally issued pursuant to the Underwriting Agreement.

Cashless Exercise. If at Notwithstanding anything contained herein to the time contrary, if the Registration Statement covering the resale of exercise hereof there is no effective registration statement registering, or the prospectus contained therein Warrant Shares is not available for the issuance resale of such Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Common Shares determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Weighted Average Price of the Common Shares on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise or (z) the Bid Price bid price of the Common Stock Shares on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise Notice, if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Weighted Average Price of the Common Shares on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if, at the time of exercise hereof there hereof, the Registration Statement (as defined in the Securities Purchase Agreement) is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance resale of the Warrant Shares to by the Holder, then this Warrant may also be exercised, in whole or in part, at and, subject to the provisions of Section 1(a), in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time exercise in payment of the Aggregate Exercise Price, by means of a “cashless exerciseCashless Exercise” in which the Holder shall be entitled to receive a number upon such exercise the “Net Number” of Warrant Shares equal determined according to the quotient obtained by dividing [following formula: Net Number = (A-A x B) - (X)] by A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B = the quotient of (A), where: A = as applicable: (ix) the VWAP on the Trading Day immediately preceding the date sum of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock of each of the five (5) Trading Days ending at the close of business on the principal Trading Principal Market as reported by Bloomberg L.P. as of immediately prior to the time of exercise as set forth in the Holder’s execution applicable Exercise Notice, divided by (y) five (5). C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the applicable Notice 1933 Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Expiration Date, this Warrant shall be automatically exercised via Cashless Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to this Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;2(c).

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if and only if a registration statement registering, covering the resale of all or any portion of the prospectus contained therein Warrant Shares is not available for the issuance resale of such Warrant Shares (such unregistered portion of the Warrant Shares Shares, the “Unavailable Warrant Shares”), the Holder may, in its sole discretion, exercise this Warrant solely with respect to the HolderUnavailable Warrant Shares (it being acknowledged, then for the avoidance of doubt, that this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled exercisable with respect to receive a number of registered Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2hereof) both executed and delivered pursuant and, in lieu of making the cash payment otherwise contemplated to Section 2(a) hereof on a Trading Day prior be made to the opening of “regular trading hours” (as defined Company upon such exercise in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option payment of the HolderAggregate Exercise Price for such Unavailable Warrant Shares, either elect instead to receive upon such exercise the "Net Number" of shares of Common Stock determined according to the following formula (ya "Cashless Exercise"): X = Y (A - B) with: X = the number of Warrant Shares to be issued to the Holder Y = the number of Unavailable Warrant Shares with respect to which the Warrant is being exercised A = the fair value per share of Common Stock on the date of exercise of this Warrant B = the then-current Exercise Price of the Warrant Solely for the purposes of this paragraph, “fair value” per share of Common Stock shall mean (A) the VWAP average of the closing sales prices on the Trading Day Market for the twenty (20) trading days immediately preceding the date of on which the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after deemed to have been sent to the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof Company, or (iiiB) if the VWAP on Common Stock is not publicly traded as set forth above, as reasonably and in good faith determined by the Board of Directors of the Company as of the date of which the applicable Notice of Exercise if the date of such Notice of Exercise is deemed to have been sent to the Company. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a Trading Day Cashless Exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such Notice of Exercise is both executed and delivered pursuant shares shall be deemed to Section 2(a) hereof after have commenced, on the close of “regular trading hours” on such Trading Day;date this Warrant was originally issued.

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;; B = the Exercise Price of this Warrant, as adjusted hereunder; and X = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. 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 Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at the time In lieu of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then exercising this Warrant as specified in Section 1.1, Holder may also be exercisedfrom time to time exercise this Warrant, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Shares determined in accordance with the following equation: X = (A - B) x C A where X = the number of Shares purchasable upon a “cashless exercise” of the Warrant Shares equal pursuant to the quotient obtained by dividing [(A-B) (X)] by (A), where: provisions of this Section 1.2; A = as applicable: the Fair Market Value (idefined below) the VWAP on the Trading Day immediately preceding the date per share of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice “cashless exercise”; B = the Warrant Price for one Share under this Warrant; and C = the number of Exercise if Shares as to which this Warrant is being exercised pursuant to the date provisions of such Notice of Exercise is this Article 1. If the foregoing calculation results in a Trading Day and such Notice of Exercise is both executed and delivered negative number or zero, then no Shares shall be issued upon a “cashless exercise” pursuant to this Section 1.2. If the Holder does not agree with the Fair Market Value per share ultimately determined pursuant to Section 2(a1.3(b) hereof after or Section 1.3(c), the close Holder may, in its sole discretion (i) rescind the “cashless exercise”, (ii) pay the aggregate Warrant Price in the form of, at the Holder’s option, (1) a check payable to the Company or (2) a wire transfer of funds to an account designated by the Company, or (iii) proceed with the “regular trading hourscashless exercise” at the Fair Market Value per Share so determined. In the event that, upon the Expiration Date or other termination of this Warrant, the Fair Market Value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 is greater than the Warrant Price in effect on such Trading Day;date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to this Section 1.2 as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

Cashless Exercise. If at the time In lieu of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then exercising this Warrant may also be exercisedCertificate pursuant to Section 3(a) above, the Holder shall have the right (the "Conversion Right") to require the Issuer to convert any then existing rights to purchase Common Stock pursuant to this Warrant Certificate, in whole or in partpart and at any time or times into Warrant Shares, upon delivery of written notice of intent to convert to the Issuer at its address in Section 3(a) or such time by means other address as the Issuer shall designate in a written notice to the Holder, together with this Warrant Certificate. Upon exercise of a “cashless exercise” in which the Conversion Right, the Issuer shall deliver to the Holder shall be entitled to receive a (without payment by the Holder of any Exercise Price) that number of Warrant Shares which is equal to the quotient obtained by dividing [(A-Bx) the value of the number of Warrant Shares with respect to which the Conversion Right is being exercised (X)] determined by (A), where: A = as applicable: subtracting the aggregate Exercise Price for the Warrant Shares with respect to which the Conversion Right is being exercised from a number equal to the product of (i) the VWAP on the Trading Day immediately preceding the date Fair Market Value per Share of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” Common Stock (as defined determined in Rule 600(b)(64accordance with subsection (b) of Regulation NMS promulgated under the federal securities lawsSection 9 hereof) on as at such Trading Daytime, multiplied by (ii) at the option number of Warrant Shares with respect to which the HolderConversion Right is being exercised), either by (y) such Fair Market Value per Share. Any references in this Warrant Certificate to the VWAP on "exercise" of this Warrant Certificate, and the Trading Day immediately preceding the date use of the applicable Notice of Exercise or term exercise herein, shall be deemed to include (zwithout limitation) the Bid Price any exercise of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Conversion Right.

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A where (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. 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 characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If At any time during the Warrant Exercise Term, the Holder may, at the time of exercise hereof there is no effective registration statement registeringHolder’s option, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercisedexchange, in whole or in part, at the Warrants represented by such time by means Holder’s Warrant Certificate which are exercisable for the purchase of Shares into the number of Shares determined in accordance with this Section 2.2 (a “cashless exercise” Warrant Exchange”), by surrendering such Warrant Certificate at the principal office of the Company or at the office of its transfer agent, accompanied by a notice stating such Holder’s intent to effect such exchange, the number of Warrants to be so exchanged and the date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company or at the office of its transfer agent, as applicable (the “Exchange Date”). Certificates for the Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant Certificate of like tenor representing the Warrants which were subject to the surrendered Warrant Certificate and not included in the Warrant Exchange, shall be issued as of the Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with any Warrant Exchange, the Holder shall be entitled to receive a subscribe for and acquire (i) the number of Shares (rounded to the next highest integer) which would, but for such Warrant Exchange, then be issuable pursuant to the provisions of Section 2.1 above upon the exercise of the Warrants specified by the Holder in its Notice of Exchange (the “Total Share Number”) less (ii) the number of Shares equal to the quotient obtained by dividing [(A-Ba) the product of the Total Share Number and the existing Exercise Price per Share (X)] as hereinafter defined) by (A)b) the Market Price (as hereinafter defined) of a Public Share on the trading day immediately preceding the Exchange Date. “Market Price” at any date shall be deemed to be the closing sale price or, where: A = in case no reported sales takes place on such day, the average of the closing sale prices for the last three (3) consecutive trading days on which reported sales have taken place, in either case as applicable: officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or as reported in the Nasdaq Capital Market, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on the Nasdaq Capital Market, the closing bid price as furnished by (i) the VWAP on National Association of Securities Dealers, Inc. through the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day OTC Bulletin Board or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular successor trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Daymarket, or (ii) at the option of the Holder, either (y) the VWAP if not listed on the Trading Day immediately preceding OTC Bulletin Board (or its successor market), the date of the applicable Notice of Exercise or (z) the Bid Price of “pink sheets.” If the Common Stock is listed or admitted to trading or as reported in the Nasdaq Capital Market, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on the principal Trading Nasdaq Capital Market, and bid prices are not furnished by the National Association of Securities Dealers, Inc. through the OTC Bulletin Board or successor trading market, or the “pink sheets,” then the Market as reported Price shall be determined by Bloomberg L.P. as the Company’s Board of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Directors in good faith

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, (which may be the Registration Statement) covering the issuance or resale of the prospectus contained therein Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;. C= $0.01, as adjusted hereunder. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, (which may be the Registration Statement) covering the issuance or resale of the prospectus contained therein Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A = the total number of shares with respect to which this Warrant is then being exercised. B = the arithmetic average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice. C = the Exercise Price then in effect for the applicable Warrant Shares equal to at the quotient obtained by dividing [(A-B) (X)] by (A), where: A time of such exercise. D = as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(d) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(d) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(d) hereof hereof, or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(d) hereof after the close of “regular trading hours” on such Trading Day;. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there contrary, if the Common Stock is no effective then traded on an Eligible Market and a registration statement registering, or under the prospectus contained therein is not available for 1933 Act permitting the issuance resale of the Warrant Shares is not in effect under the 1933 Act, the Holder may, in its sole discretion, exercise any or all Warrants represented by this Warrant Certificate by electing, in lieu of paying the Aggregate Exercise Price in cash, to receive upon such exercise the "Net Number" of shares of Common Stock determined according to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) B For purposes of a “cashless exercise” in which the Holder shall be entitled to receive a foregoing formula: A= the total number of Warrant Shares equal shares with respect to which Warrants are then being exercised as stated in the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) Exercise Notice. B= the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Closing Sale Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as Day immediately preceding date of the Exercise Notice. C= the Exercise Price then in effect at the time of such exercise. In such event, the Holder’s number of Warrants remaining for exercise shall be reduced by the number of Warrants then exercised and execution and delivery of the applicable Exercise Notice with respect to less than all of Exercise if such Notice the Warrants represented by the Warrant Certificate shall have the same effect as cancellation of Exercise is executed during “regular trading hours” on the original Warrant Certificate and issuance of a Trading Day and is delivered within two new Warrant Certificate evidencing the remaining number of Warrants (2after deduction of the number of Warrants exercised). For purposes of Rule 144(d) hours thereafter (including until two (2) hours after promulgated under the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP 1933 Act, as in effect on the date hereof, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant Certificate was originally issued pursuant to the Securities Purchase Agreement. In addition, if the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the applicable Notice 1933 Act, the Warrant Shares shall take on the registered characteristics of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant Warrants being exercised. The Company agreed not to take any position contrary to this Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;1(d).

Cashless Exercise. If At any time after the six month anniversary of the date of the Credit Agreement, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the foregoing formula: A = the total number of shares with respect to which this Warrant is then being exercised. B = the arithmetic average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A . D = as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(d) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(d) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(d) hereof hereof, or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(d) hereof after the close of “regular trading hours” on such Trading Day;. Assuming the Holder has held the Warrant for at least six months in the case of such a Cashless Exercise, the Company agrees that the Holder is under no obligation to sell the Warrant Shares issuable upon the exercise of the Warrant prior to removing the legend and the Company will use its best efforts, including delivering an opinion to the Transfer Agent at its own expense, to ensure the foregoing. Notwithstanding anything contrary to this Section 1(d) of this Warrant, if Warrant Shares are issued in such a Cashless Exercise, the parties acknowledge and agree that, (i) for purposes of Rule 144 under the 1933 Act, the holding period of the Warrant being exercised may be tacked on to the holding period of the Warrant Shares and (ii) all Warrant Shares, when issued, will be issued without restrictive legends, will be freely tradable under the Securities Act by any person who is not an affiliate of the Company, and will not constitute “restricted securities” under Rule 144 promulgated under the Securities Act. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section below), if at the time of exercise hereof there a Registration Statement (as defined in the Registration Rights Agreement) is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance resale by the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = A x (B - C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at (i) At any time during the time of exercise hereof there is no effective registration statement registeringExercise Period, or when the prospectus contained therein is not available for the issuance resale of the Warrant Shares by the Registered Holder is not registered pursuant to an effective registration statement filed with the HolderSecurities and Exchange Commission under the Securities Act, then the Registered Holder may, at its option, elect to exercise this Warrant may also be exercisedWarrant, in whole or in part, on a cashless basis, by delivery of a duly executed facsimile copy of the with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, to the Company at the principal office of the Company, or at such time other office or agency of the Company as it may designate by means notice in writing to the Registered Holder at the address of the Registered Holder appearing on the books of the Company, by canceling a “cashless exercise” portion of this Warrant in which payment of the Holder shall be entitled to receive a Purchase Price payable in respect of the number of Warrant Shares equal purchased upon such exercise. In the event of an exercise pursuant to this subsection 1(b), the number of Warrant Shares issued to the quotient obtained by dividing [(ARegistered Holder shall be determined according to the following formula: X = Y(A-B) A Where: X = the number of Warrant Shares that shall be issued to the Registered Holder; Y = the number of Warrant Shares for which this Warrant is being exercised (X)] by (A), where: A = as applicable: (i) which shall include both the VWAP on number of Warrant Shares issued to the Trading Day immediately preceding Registered Holder and the date number of Warrant Shares subject to the portion of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined Warrant being cancelled in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option payment of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading DayPurchase Price);

Cashless Exercise. If at Notwithstanding any provisions herein to the time contrary, if, on the Exercise Date of exercise hereof there a Cashless Exercise, the Cashless Exercise Current Market Price of one Common Unit is no effective registration statement registeringgreater than the applicable Exercise Price on the Exercise Date, or then, in lieu of paying to the prospectus contained therein is not Company the applicable Exercise Price by wire transfer in immediately available for funds, the issuance Holder may elect to receive Common Units equal to the value (as determined below) of the Warrants or any portion thereof being exercised (such portion, the “Cashless Exercise Warrants” with respect to such date) by (i) in the case of Warrants evidenced by a Global Warrant Shares Certificate, providing notice to the HolderWarrant Agent pursuant to the Applicable Procedures and the Exercise Form; or (ii) in the case of Warrants evidenced by a Warrant Statement, then this Warrant may also be exercisedproviding notice pursuant to the Exercise Form, in whole the case of (i) or in part(ii), at such time by means of that the Holder desires to effect a “cashless exercise” (a “Cashless Exercise”) with respect to the Cashless Exercise Warrants, in which event the Company shall issue to the Holder shall be entitled to receive a number of Warrant Shares equal Common Units with respect to Cashless Exercise Warrants computed using the following formula (rounded down to the quotient obtained nearest whole Common Unit, and it being understood that any portion of the Warrants being exercised on such date that are not Cashless Exercise Warrants will not be affected by dividing [this calculation): X = (Y (A-B)) ÷ A Where X = the number of Common Units to be issued to the Holder in respect of the Cashless Exercise Warrants Y = the number of Common Units purchasable under the Cashless Exercise Warrants being exercised by the Holder (X)] by (A), where: on the Exercise Date) A = as applicable: the applicable Cashless Exercise Current Market Price of one Common Unit (i) the VWAP on the Trading Day immediately preceding the date of Exercise Date) B = the applicable Notice of Exercise if such Notice of Price (as adjusted through and including the Exercise is (1) both executed Date). The Company shall calculate and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior transmit to the opening Warrant Agent the number of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) Common Units to be issued on such Trading DayCashless Exercise, (ii) at and the option of the HolderWarrant Agent shall have no obligation under this Agreement to calculate, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise confirm or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if verify such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;amount.

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus Notwithstanding anything contained therein is not available for the issuance of the Warrant Shares herein to the Holdercontrary (other than Section 3.3.7 below), then the Registered Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) 3.3.1 hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) 3.3.1 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the HolderRegistered Holder indicated in the Exercise Notice, either (yx) the VWAP Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice, or (zy) the Bid Weighted Average Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution Day of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed and delivered 3.3.1 during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof 3 hereof, or (iii) the VWAP Weighted Average Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a) 3.3.1 hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at the time of exercise hereof This Section 1.3 shall apply only if both (a) there is no effective registration statement registering, or then in effect covering the prospectus contained therein Warrant Stock as to which an exercise under this Section 1.3 is not available being effected and (b) the method of exercise described in this Section 1.3 would be necessary for the issuance Holder lawfully to sell the Warrant Stock acquired pursuant to this Section 1.3 immediately after such acquisition in accordance with Rule 144 under the Securities Act of 1933, as amended (the "1933 Act"). As the alternative to the payment method of exercise described in Section 1.2 above, the Holder may exercise this Warrant by surrendering this Warrant in exchange for the number of shares of Warrant Stock equal to the product of (x) the number of shares of Warrant Stock as to which the Warrant is being exercised, multiplied by (y) a fraction, the numerator of which is the Market Price (as defined below) of the Common Stock less the Exercise Price of the Warrant Shares Stock and the denominator of which is the Market Price of Common Stock. Solely for the purposes of the foregoing calculation, the "Market Price" of the Common Stock shall be based on the date on which the Warrant Exercise Form attached hereto is deemed to have been sent to the HolderCompany pursuant to Section 12 hereof, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder and shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price last sale price of the Common Stock on the principal Trading Nasdaq National Market System (the "Nasdaq-NM") as reported by Bloomberg L.P. as of , or, if the time of Nasdaq-NM is not the Holder’s execution of the applicable Notice of Exercise if principal trading market for such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP security, then on the date of the applicable Notice of Exercise principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the date foregoing do not apply, then in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg (as applicable, the "Principal Market"). For purposes of such Notice this Warrant, the method of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to exercise described in this Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;1.3 shall be known as "Cashless Exercise."

Cashless Exercise. If at Beginning six (6) months following the time of exercise hereof there Closing Date and so long as the Company is no effective then required under the Registration Rights Agreement to have effected the registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares for resale to the Holderpublic pursuant to a Registration Statement, if the Warrant Shares may not then be sold to the public pursuant to such registration statement (or the related prospectus) for any reason (other than as a result of a Blackout Period or as a result of the Warrantholder’s failure to comply with its obligations under the Registration Rights Agreement), the Warrantholder may elect to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant may also be (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in whole or in partthe form annexed hereto as Appendix B, duly executed, to the Company. Thereupon, the Company shall issue to the Warrantholder such number of fully paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A - B) where X = the number of shares of Common Stock to which the Warrantholder is entitled upon such cashless exercise; Y = the total number of shares of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at such time by means of a “for cashless exercise” in exercise (including both shares to be issued to the Warrantholder and shares as to which the Holder shall purchase rights are to be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (Xcanceled as payment therefor)] by (A), where: ; A = the “Market Price” of one share of Common Stock as applicable: (i) the VWAP on the Trading Day immediately preceding at the date of the applicable Notice of Exercise if such Notice of Exercise net issue election is (1) both executed made; and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to B = the opening of “regular trading hours” (as defined Warrant Price in Rule 600(b)(64) of Regulation NMS promulgated effect under the federal securities laws) on such Trading Day, (ii) this Warrant at the option of time the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise net issue election is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;made.

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, covering the issuance or resale of the prospectus contained therein Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(d) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(d) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(d) hereof hereof, or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(d) hereof after the close of “regular trading hours” on such Trading Day;. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the portion of this Warrant being exercised, and the holding period of the portion of this Warrant being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. If at any time after the time of exercise hereof Initial Exercise Date, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance resale of the Warrant Shares to by the Holderholder, then this Series B Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;; (B) = the Exercise Price of this Series B Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Series B Warrant in accordance with the terms of this Series B Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. 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 characteristics of this Series B Warrant being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Series B Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, covering the issuance or resale of the prospectus contained therein Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary, if at the time of exercise hereof there the Registration Statement is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at Notwithstanding anything contained herein to the time contrary, the Holder may, in its sole discretion, exercise this Warrant and, in lieu of making the cash payment otherwise required to be made to the Company upon such exercise hereof there is no effective registration statement registering, or in payment of the prospectus contained therein is not available Aggregate Exercise Price for the issuance applicable Warrant Shares, elect instead to receive upon such exercise the "Net Number" of the Warrant Shares shares of Common Stock determined according to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of following formula (a “cashless exercise” in which "Cashless Exercise"): X = Y (A - B) with: X = the Holder shall be entitled to receive a number of Warrant Shares equal to be issued to the quotient obtained by dividing [Holder Y = the number of Warrant Shares with respect to which the Warrant is being exercised A = the fair value per share of Common Stock on the date of exercise of this Warrant B = the then-current Exercise Price of the Warrant Solely for the purposes of this paragraph, “fair value” per share of Common Stock shall mean (A-B) (X)] by (A), where: A = as applicable: (i) the VWAP average of the closing sales prices on the Trading Day Market for the twenty (20) trading days immediately preceding the date of on which the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant deemed to Section 2(a) hereof on a day that is not a Trading Day have been sent to the Company, or (2B) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of if the Common Stock on is not publicly traded as set forth above, as reasonably and in good faith determined by the principal Trading Market as reported by Bloomberg L.P. Board of Directors of the Company as of the time of date which the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on deemed to have been sent to the Company. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a Trading Day Cashless Exercise transaction shall be deemed to have been acquired by the Holder, and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant holding period for such shares shall be deemed to Section 2(a) hereof or (iii) the VWAP have commenced, on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;this Warrant was originally issued.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), whether or not at the time of such exercise hereof there is no effective a registration statement registering, is effective (or the prospectus contained therein is not available for use) for the issuance resale by the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Extended Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;, or (iv) if the Common Stock is not listed on any Eligible Market and “B” is determined in connection with an Illiquid Exit Transaction, the fair market value of the Common Stock as determined by the Appraiser in its sole discretion. C= the Per Share Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there the Registration Statement (as defined in the Securities Purchase Agreement) is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP closing sale price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP closing sale price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there is no effective registration statement registering, registering (or the prospectus contained therein is not available for use for) the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus Notwithstanding anything contained therein is not available for the issuance of the Warrant Shares herein to the Holdercontrary, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) – (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof hereof, or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at the time of The Holder may, in its sole discretion, exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A = the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A is then being exercised. B = as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Closing Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;Day C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) D For purposes of the foregoing formula: A = the total number of shares with respect to which this Warrant is then being exercised. B = the VWAP of the Common Stock of the Trading Day ending at the close of business on the Principal Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A . D = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after at the close of “regular trading hours” business on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP Principal Market on the date of delivery of the applicable Notice Exercise Notice. If the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the Subscription Date, it is intended that the Warrant Shares issued in a Cashless Exercise if shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered this Warrant was originally issued pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Purchase Agreement.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, covering the issuance or resale of the prospectus contained therein Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of a “cashless exercise” in which the Holder shall be entitled Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number" of shares of Common Stock determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there the Registration Statement (as defined in the Securities Purchase Agreement) is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” hours (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” hours on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or and (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” hours on such Trading Day;.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, (which may be the Registration Statement) covering the issuance or resale of the prospectus contained therein Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of a “cashless exercise” in which the Holder shall be entitled Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number" of shares of Common Stock determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, (which may be the Registration Statement) covering the issuance or resale of the prospectus contained therein shares of Common Stock that constitute Warrant Shares is not available for the issuance or resale, as applicable, of such Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A × B) - (A × C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares of Common Stock with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(c).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holderlesser of, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there the Registration Statement (as defined in the Securities Purchase Agreement) is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at Notwithstanding anything to the time of exercise hereof there is no effective registration statement registeringcontrary contained in this Warrant, or if the prospectus contained therein is not available for the issuance resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the HolderSecurities Act, then then, beginning one hundred twenty (120) days after the Closing Date (as defined in the Securities Purchase Agreement), this Warrant may also be exercisedexercised by presentation and surrender of this Warrant to the Company at its principal executive offices with a written notice of the holders' intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a "Cashless Exercise"); provided, however, that, except during the ninety (90) day period immediately preceding the end of the Exercise Period, a Cashless Exercise shall not be permitted during any Allowed Delay (as defined in the Registration Rights Agreement). In the event of a Cashless Exercise, in whole or lieu of paying the Exercise Price in partcash, at such time the holder shall surrender this Warrant for that number of shares of Common Stock determined by means of a “cashless exercise” in which multiplying the Holder shall be entitled to receive a number of Warrant Shares equal to which it would otherwise be entitled by a fraction, the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) numerator of which shall be the VWAP on difference between the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid then current Market Price per share of the Common Stock on and the principal Trading Exercise Price, and the denominator of which shall be the then current Market as reported by Bloomberg L.P. as Price per share of Common Stock. Other than pursuant to the provisions set forth in Section 4 of this Warrant, upon a cashless exercise, in no event will the holder of the time of Warrant receive cash payment from the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) Company pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;exercise.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, covering the issuance or resale of the prospectus contained therein Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): “Net Number = (A x B) - (A x C) B “For purposes of the Holder shall be entitled to receive a foregoing formula: “A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. “B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(c) hereof hereof, or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(c) hereof after the close of “regular trading hours” on such Trading Day;. “C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. “If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the portion of this Warrant being exercised, and the holding period of the portion of this Warrant being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c). “Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).”

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if the Registration Statement on Form S-3 (File number 333-215985) or other applicable registration statement registering, or under the prospectus contained therein 1933 Act (the “Registration Statement”) covering the issuance of the Unavailable Warrant Shares is not available for the issuance of the such Unavailable Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, or registering the prospectus contained therein issuance of the Warrant Shares under the Securities Act is not effective or available for the issuance of the Warrant Shares to Shares, the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;. C= $0.001, as adjusted hereunder. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this This Warrant may also be exercised, in whole or in part, at such any time while this Warrant is outstanding by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;; (B) = the Exercise Price, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. 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 characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c). “Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the VWAP of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the following formula (a “Cashless Exercise”), provided that the Holder may elect to cashless exercise pursuant to this Section 1(d) only if B as set forth in the following formula is higher than C as set forth in the following formula: Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= the FMV C= the Exercise Price then in effect for the applicable Warrant Shares at the time of exercise hereof there is no effective registration statement registeringsuch exercise. In advance of undertaking a Cashless Exercise of this Warrant pursuant to this Section 1(d), or the prospectus contained therein is not available for Holder shall have paid to the issuance Company the aggregate nominal amount of the Warrant Shares ($0.005 per Warrant Share) issuable upon exercise of this Warrant. Upon the exercise of the Warrants, other than by way of Cashless Exercise pursuant to this Section 1(d) or upon the termination of the Warrants prior to exercise of all or any portion of such Warrants, the Company covenants to return to Holder the applicable portion of the aggregate nominal amount of the Warrant Shares that has been paid by the Holder to the Company in connection with such Warrants that have been exercised other than by way of Cashless Exercise on a periodic six-month basis or promptly upon request by the Holder and, upon termination of the Warrants prior to exercise of all or any portion of such Warrants, the Company shall promptly return to the Holder in full the remaining amount of the aggregate nominal amount of the Warrant Shares in connection with such Warrants that has been paid by the Holder to the Company. Notwithstanding the foregoing, each Holder shall have the right, upon three (3) Trading Days’ notice to the Company, to require the Company to return the remaining amount of the aggregate nominal amount of the Warrant Shares issuable upon exercise of such Holder’s Warrants that was paid by such Holder, then this Warrant may also be exercised, in whole or in part, at provided that any future Cashless Exercise of the Warrants by such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number require delivery of such aggregate nominal amount of the Warrant Shares equal to before the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Warrant Shares are issued.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, or covering the prospectus contained therein resale of the Exercise Notice Warrant Shares is not available for the issuance resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), whether or not at the time of such exercise hereof there is no effective a registration statement registering, is effective (or the prospectus contained therein is not available for use) for the issuance resale by the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Extended Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;, or (iv) if the Common Stock is not listed on any Eligible Market and “B” is determined in connection with an Illiquid Exit Transaction, the fair market value of the Common Stock as determined by the Appraiser in its sole discretion.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there the Registration Statement is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of a “cashless exercise” in which the Holder shall be entitled Aggregate Exercise Price, elect instead to receive a number upon such exercise the "Net Number" of Warrant Shares equal determined according to the quotient obtained by dividing following formula (a "Cashless Exercise"): Net Number = [(A-B) x (X)] by (A), whereA ​ For purposes of the foregoing formula: A = as ​ ​ ​ A= As applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “"regular trading hours” " (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock Shares on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “"regular trading hours” " on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “"regular trading hours” " on a Trading Day) pursuant to Section 2(a) hereof hereof, or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “"regular trading hours” " on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to be received upon the Holdercash exercise of this Warrant shall not be freely tradable by Holder without restriction of any kind or nature, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, (which may be the Registration Statement) covering the issuance or resale of the prospectus contained therein Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there is no effective a registration statement registering, is not effective (or the prospectus contained therein is not available for use) for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A = the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A is then being exercised. B = as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Closing Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there the Registration Statement is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of a “cashless exercise” in which the Holder shall be entitled Aggregate Exercise Price, elect instead to receive a number upon such exercise the “Net Number” of Warrant Shares equal determined according to the quotient obtained by dividing [following formula (A-a “Cashless Exercise”): Net Number = (A x B) - (X)] by A x C) For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B = the quotient of (A), where: A = as applicable: (ix) the VWAP on the Trading Day immediately preceding the date sum of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock of each of the three (3) Trading Days ending at the close of business on the principal Trading Principal Market as reported by Bloomberg L.P. as of immediately prior to the time of exercise as set forth in the Holder’s execution applicable Exercise Notice, divided by (y) three (3). C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. D = the VWAP of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after Common Stock at the close of “regular trading hours” business on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP Principal Market on the date of the delivery of the applicable Notice Exercise Notice. If the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144 promulgated under the 1933 Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a Cashless Exercise if shall be deemed to have been acquired by the date of such Notice of Exercise is a Trading Day Holder, and such Notice of Exercise is both executed and delivered pursuant the holding period for the Warrant Shares shall be deemed to Section 2(a) hereof after have commenced, on the close of “regular trading hours” on such Trading Day;Issuance Date.

Cashless Exercise. If Notwithstanding anything herein to the contrary, if at the time of exercise hereof there of this Warrant, the Registration Statement is no not effective registration statement registering, or the prospectus contained therein is not available for use for the issuance by the Company to the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the aggregate Exercise Price elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which ”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP closing sale price of the Common Stock on the principal trading market on which the Common Stock may then be listed on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price bid price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. trading market on which the Common Stock may then be listed as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP closing sale price of the Common Stock on the principal trading market on which the Common Stock may then be listed on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective registration statement registeringcontrary, or if a Registration Statement (as defined in the prospectus contained therein Registration Rights Agreement) is not available for the issuance resale of the Unavailable Warrant Shares to Shares, the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the date hereof, the Company hereby acknowledges that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by such Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date that this Warrant was originally issued pursuant to the Securities Purchase Agreement, provided that at no time was the Warrant owned by an Affiliate of the Company.

Cashless Exercise. If at If, (a) the time Company has, pursuant to Section 2.1 of exercise hereof there is no the Registration Rights Agreement, filed the Registration Statement with the SEC, but the Registration Statement has not become effective registration statement registeringunder the Securities Act within 120 days thereafter and the Holder delivers thereafter, or and prior to the prospectus contained therein is not available for effective date of such Registration Statement, a the issuance Exercise Documents with respect to any of the Warrant Shares which are then purchasable by the Holder pursuant to the Holderterms of this Warrant, or (b) although such Registration Statement is effective, there is a Suspension (as set forth in Section 3.1 of the Registration Rights Agreement), which continues for a period of fifteen (15) consecutive days and the Holder delivers thereafter, and before such the end of such Suspension, a Warrant Exercise Notice with respect to any of the Warrant Shares which are then purchasable by the Holder pursuant to the terms of this Warrant may also be exercisedWarrant, then, in whole lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price of the Warrant Shares the Holder is then purchasing, the Holder may elect, by written notice (which may accompany or be delivered separately from the Exercise Notice) to the Company, to receive upon such exercise the “Net Number” of Warrant Shares determined in part, at such time by means of accordance with the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A = the total number of Warrant Shares equal with respect to which this Warrant is then being exercised. B = the quotient obtained by dividing [(A-B) (X)] by (A), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date arithmetic average of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price Closing Prices of the Common Stock on for the principal five (5) most recent Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP Days ending on the date of immediately preceding the applicable Notice of Exercise if Date. C = the date of Applicable Exercise Price for such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Warrant Shares.

Cashless Exercise. If at In the event that Holder has requested that the Company file a registration statement for these shares pursuant to Section 9 of the Loan Agreement, and that registration statement has not been declared effective with the time limitations prescribed in Section 9(E) of exercise hereof there is no effective the Loan Agreement, and in the further event that the SEC Rule 144 registration statement registering, or the prospectus contained therein exemption is not available for the issuance sale of the Shares (without regard to any volume limitation), then until such time as such shares are covered by such an effective registration statement, the Holder may elect to receive, without the payment by the Holder of the aggregate Warrant Shares Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the Holdervalue of this Warrant, then or any specified portion hereof, by the surrender of this Warrant may also be (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in whole or in partthe form annexed hereto as Schedule B, duly executed, to the Company. Thereupon, the Company shall issue to the Holder such number of fully paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A - B) where X =the number of shares of Common Stock to which the Holder is entitled upon such cashless exercise Y = the total number of shares of Common Stock covered by this Warrant for which the Holder has surrendered purchase rights at such time by means of a “for cashless exercise” in exercise (including both shares to be issued to the Holder and shares as to which the Holder shall purchase rights are to be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (Xcanceled as payment therefor)] by (A), where: ; A = the “Market Price” of one share of Common Stock as applicable: (i) the VWAP on the Trading Day immediately preceding at the date of the applicable Notice of Exercise if such Notice of Exercise net issue election is (1) both executed made; and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to B = the opening of “regular trading hours” (as defined Warrant Price in Rule 600(b)(64) of Regulation NMS promulgated effect under the federal securities laws) on such Trading Day, (ii) this Warrant at the option of time the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise net issue election is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;made.

Cashless Exercise. If Notwithstanding anything herein to the contrary, if at the time of exercise hereof of this Warrant, there is no effective registration statement registering, or the prospectus contained therein is not available for use for resale by the issuance Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the aggregate Exercise Price elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which ”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP closing sale price of the Common Stock on the principal trading market on which the Common Stock may then be listed on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price bid price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. trading market on which the Common Stock may then be listed as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP closing sale price of the Common Stock on the principal trading market on which the Common Stock may then be listed on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. 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 characteristics of the Warrants being exercised and the holding period of this Warrant may be tacked onto the holding period of the Warrant Shares. Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at the time of exercise hereof hereof, there is no effective registration statement registering, or the prospectus contained therein is not available for for, the issuance of the Warrant Shares to the Holder, then the Holder may exercise this Warrant may also be exercised, in whole or in partpart by, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, receiving upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A = the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A is then being exercised. B = as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a Cashless Exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares (provided that the Securities and Exchange Commission (the “SEC”) continues to take the position that such treatment is proper at the time of such exercise). The Company agrees not to take any position contrary to this Section 1(d). For the avoidance of doubt, the Holder may utilize Cashless Exercise as contemplated by this Section 1(d) only if at the time of exercise hereof, there is no effective registration statement registering, or the prospectus therein is not available for, the issuance of the Warrant Shares to the Holder. In all other scenarios, the Holder shall only be permitted to exercise this Warrant in cash in accordance with Section 1(a).

Cashless Exercise. If at Notwithstanding anything contained herein to the time contrary, the Holder may, if the Registration Statement (as defined in the Registration Rights Agreement) covering the resale of exercise hereof there is no effective registration statement registering, or the prospectus contained therein Warrant Shares being exercised is not available for the issuance resale of such Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) D For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to is then being exercised. B= the quotient obtained by dividing [arithmetic average of the Closing Sale Prices of the Common Stock for the five (A-B5) (X)] by (A), where: A = as applicable: (i) the VWAP consecutive Trading Days ending on the Trading Day date immediately preceding the date of the Exercise Notice. C= the Exercise Price then in effect for the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) Warrant Shares at the option time of such exercise. D= the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Closing Sale Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as date of the time Exercise Notice. For purposes of Rule 144(d) promulgated under the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP 1933 Act, as in effect on the date of hereof, it is intended that the applicable Notice of Warrant Shares issued in a Cashless Exercise if shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered this Warrant was originally issued pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Securities Purchase Agreement.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there a Registration Statement (as defined in the Registration Rights Agreement) is no not effective registration statement registering, (or the prospectus contained therein is not available for use) for the issuance resale by the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of a “cashless exercise” in which the Holder shall be entitled Aggregate Exercise Price, elect instead to receive a number upon such exercise the “Net Number” of Warrant Shares equal determined according to the quotient obtained by dividing [following formula (A-a “Cashless Exercise”): Net Number = (A x B) - (X)] by (A), whereA x C) D For purposes of the foregoing formula: A A= the total number of shares with respect to which this Warrant is then being exercised. B = as applicable: (i) the VWAP of the Common Stock at the close of business on the Principal Market as of the Trading Day immediately preceding prior to the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date delivery of the applicable Notice Exercise Notice. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of Exercise or (z) such exercise. D = the Bid Price VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after at the close of “regular trading hours” business on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP Principal Market on the date of the delivery of the applicable Notice Exercise Notice. If the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the Subscription Date, it is intended that the Warrant Shares issued in a Cashless Exercise if shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered this Warrant was originally issued pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Securities Purchase Agreement.

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this This Warrant may also be exercised by the Holder through a cashless exercise, as described in this Section 2(b). This Warrant may be exercised, in whole or in part, at such time by means (i) the delivery to the Corporation of a “cashless exercise” in which duly executed Notice of Exercise specifying the Holder shall be entitled to receive a number of Warrant Shares equal to be applied to such exercise, and (ii) the surrender to the quotient obtained by dividing [Corporation of this Warrant (Aor an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction). The number of shares of Common Stock to be issued upon exercise of this Warrant pursuant to this Section 2(b) shall equal the value of this Warrant (or the portion thereof being canceled) computed as of the date of delivery of this Warrant to the Corporation using the following formula: X = Y(A-B) (X------ A Where: X = the number of shares of Common Stock to be issued to Holder under this Section 2(b)] by (A; Y = the number of Warrant Shares identified in the Notice of Exercise as being applied to the subject exercise; A = the Current Market Price on such date; and B = the Exercise Price on such date For the purpose of any computation under this Section 2(b), where: A = as applicablethe "Current Market Price" per share of Common Stock on any day shall mean: (i) if the VWAP on principal trading market for such securities is a national or regional securities exchange, the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) closing price on such Trading Day, exchange on such day; or (ii) at the option if sales prices for shares of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as are reported by Bloomberg L.P. as of the time of Nasdaq National Market System or Nasdaq Small Cap Market (or a similar system then in use), the Holder’s execution of the applicable Notice of Exercise if last reported sales price (regular way) so reported on such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof day; or (iii) if neither (i) nor (ii) above are applicable, and if bid and ask prices for shares of Common Stock are reported in the VWAP on OTC Bulletin Board, the date average of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day high bid and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” low ask prices so reported on such Trading Day;day. Notwithstanding the foregoing, if there is no reported closing price, last reported sales price, or bid and ask prices, as the case may be, for the day in question, then the Current Market Price shall be determined as of the latest date prior to such day for which such closing price, last reported sales price, or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an exchange or in the over-the-counter market for 30 or more days immediately prior to the day in question, in which case the Current Market Price shall be determined in good faith by, and reflected in a formal resolution of, the Board of Directors of the Corporation.

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registeringGentlemen: The undersigned, or the prospectus contained therein is not available for the issuance registered Holder of the Warrant Shares to delivered herewith (the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (AWarrant”), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date hereby irrevocably exercises such Warrant for, and purchases thereunder, shares of the applicable Notice Common Stock of Gulf United Energy, Inc., a Nevada corporation, as provided below. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings given in the Warrant. The portion of the aggregate Exercise if such Price to be applied toward the purchase of Common Stock pursuant to this Notice of Exercise is $___________, thereby leaving a remainder aggregate Exercise Price (1if any) both executed equal to $___________. Such exercise shall be pursuant to the net issue exercise provisions of Section 1(b) of the Warrant; therefore, Holder makes no payment with this Notice of Exercise. The number of shares to be issued pursuant to this exercise shall be determined by reference to the formula in Section 1(b) of the Warrant which requires the use of the current per share fair market value of the Company’s Common Stock. The current fair market value of one share of the Company’s Common Stock shall be determined in the manner provided in Section 1(b), which amount has been determined to be $_________, which figure is acceptable to Holder for calculations of the number of shares of Common Stock issuable pursuant to this Notice of Exercise. Holder requests that the certificates for the purchased shares of Common Stock be issued in the name of and delivered pursuant to Section 2(a) hereof on ______________. To the extent the foregoing exercise is for less than the full Number Issuable, a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to replacement Warrant representing the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option remainder of the HolderNumber Issuable (and otherwise of like form, either (ytenor and effect) shall be delivered to Holder along with the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of share certificate evidencing the Common Stock issued in response to this Notice of Exercise. HOLDER: ____________________________ Exhibit B Form of Assignment of Warrant The undersigned hereby assigns and transfers this Warrant to [__________], whose Social Security Number or Tax ID Number is [__________] and whose address of record shall be [__________], and irrevocably appoints the Secretary of Gulf United Energy, Inc., a Nevada corporation (the “Company”) as agent to transfer this security to such assignee on the principal Trading Market as reported by Bloomberg L.P. as books of the time Company. Such agent may substitute another to act for such agent. Dated:_____________________ ________________________________ ________________________________ ________________________________ __________________________________ Signature of the Registered Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

Cashless Exercise. If (1) Notwithstanding anything contained herein to the contrary, if at any time following the time earlier of exercise hereof there is no effective registration statement registering(x) [•], or 20223 and (y) the prospectus contained therein Demand Effectiveness Deadline (as defined in the Registration Rights Agreement) of the Demand Registration Statement (as defined in the Registration Rights Agreement), if any, filed to register the Unavailable Warrant Shares for resale by the Holder, a Registration Statement covering the resale of the Unavailable Warrant Shares is not available for the issuance resale of such Unavailable Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of a “cashless exercise” in which the Holder shall be entitled Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number" of ADSs determined according to the following formula (a "Cashless Exercise"): 3 Insert date that is six (6) months immediately following the Shares Closing Date. For purposes of the foregoing formula: A= the total number of ADSs with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Weighted Average Price of the ADSs on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “"regular trading hours” " (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (yx) the VWAP Weighted Average Price of the ADSs on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise or (zy) the Bid Price of the Common Stock ADSs on the principal Trading Market trading market for the ADSs as reported by Bloomberg L.P. as of the time of the Holder’s 's execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “"regular trading hours” " on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “"regular trading hours” " on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Weighted Average Price of the ADSs on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “"regular trading hours” " on such Trading Day;.

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof there is no effective a registration statement registering, is not effective (or the prospectus contained therein is not available for use) for the issuance resale by the Holder of all of the Warrant Shares to the HolderShares, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in part, at such time part by means of a “cashless exercise” (a “Cashless Exercise”) in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (XC)] by (A), where: A = A= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;. B = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. C = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a Cashless Exercise. If the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares take on the characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the Subscription Date, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. The Company agrees not to take any position contrary to this Section 1(d). The Holder shall include, together with the Exercise Notice, its calculation of the number of Warrant Shares to be issued in respect of the exercise for which such Exercise Notice is delivered, including a “screen shot” from a Bloomberg L.P. terminal or similar documentation of the applicable VWAP used for such calculation.

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Notwithstanding any provision in this Warrant Shares Certificate to the Holdercontrary, then the Holder of this Warrant may also be exercised, in whole or in part, at such time elect to exercise this Warrant by means of a “cashless exercise” in which the Holder shall shall, upon surrender of this Warrant Certificate with the annexed Notice of Exercise Form duly executed, be entitled to receive a that number of Warrant Shares as is equal to the quotient number obtained by dividing the following formula: [(A-B) (X)] by (A), where: B)C]÷ A where A = as applicable: the average closing price of the Corporation’s Common Stock during the five (5) trading days immediately preceding the day this provision is exercised, calculated in accordance with Section 8 of this Warrant. B = the Exercise Price. C = the maximum number of shares of the Corporation’s Common Stock issuable upon exercise of this Warrant. For purposes of the calculation set out above, this cashless exercise provision shall be deemed to have been exercised (i) if the VWAP Corporation has exercised the Warrant acceleration provisions of Section 8 of this Warrant, on the Trading Day immediately preceding date that Ireland exercises its acceleration rights provided therein, and (ii) if the Corporation has not exercised the Warrant acceleration provisions of Section 8 of this Warrant, on the date of that the applicable Corporation receives a duly executed Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to Form from the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under Holder informing the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time Corporation of the Holder’s execution intention to exercise this cashless exercise provision. Notwithstanding any provision of this Warrant Certificate to the contrary, upon the exercise of any part of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after cashless exercise rights provided under this Section, the close of “regular trading hours” on a Trading Day) pursuant Holder’s rights to Section 2(a) hereof or (iii) the VWAP on the date acquire any additional shares of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Corporation’s common stock under this Warrant Certificate shall be forever extinguished. NOTE: THIS MEANS THAT HOLDERS ELECTING TO UTILILIZE THE CASHLESS EXERCISE PROVISION MUST DO SO FOR 100% OF THEIR WARRANT SHARES OR RISK FORFEITURE.

Cashless Exercise. If at any time after the time of exercise hereof Initial Exercise Date, there is no effective registration statement registering, or the no current prospectus contained therein is not available for for, the issuance of the Warrant Shares to the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;; (B) = the Exercise Price, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. 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 Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option lesser of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and

Cashless Exercise. If at Notwithstanding anything contained herein to the time contrary, if the exercise of exercise hereof there is no effective this Warrant occurs after the Effectiveness Deadline (as defined in that certain Registration Rights Agreement, dated as of the date of the Purchase Agreement, among the Company and the purchasers named therein) and a registration statement registering, covering the issuance or resale of the prospectus contained therein shares of Common Stock that constitute Warrant Shares is not available for the issuance or resale, as applicable, of such Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares of Common Stock with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if on or after the Initial Exercisability Date, a registration statement registering, or under the prospectus contained therein 1933 Act registering the issuance of the Unavailable Warrant Shares is not available for the issuance of such Unavailable Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (yx) the VWAP Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice, or (zy) the Bid Price of the Common Stock on the principal Trading Market trading market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) thereafter pursuant to Section 2(a1(a) hereof or (iii) the VWAP Weighted Average Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus Notwithstanding anything contained therein is not available for the issuance of the Warrant Shares herein to the Holdercontrary (other than Section 1(f) below), then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of a “cashless exercise” in which the Holder shall be entitled Aggregate Exercise Price, elect instead to receive a number upon such exercise the “Net Number” of Warrant Shares equal determined according to the quotient obtained by dividing [following formula (A-a “Cashless Exercise”): Net Number = (A x B) - (X)] by (A), whereA x C) B For purposes of the foregoing formula: A = the total number of shares with respect to which this Warrant is then being exercised. B = as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof hereof, or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;. C = $0.001 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events). If the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the Subscription Date, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Underwriting Agreement.

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus Notwithstanding anything contained therein is not available for the issuance of the Warrant Shares herein to the Holdercontrary, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a Cashless Exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended (the “1933 Act”), the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares pursuant to Rule 144 of the 1933 Act. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. If Notwithstanding anything contained herein to the contrary, if at the time of an exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holderany Equity Conditions Failure shall then exist, then the Holder may, in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to make a cashless exercise (each a “Cashless Exercise”) under this paragraph (d). A Cashless Exercise under this paragraph (d) may be made, at such time by means the election of a “cashless exercise” in which the Holder from time to time and irrespective of any other election to make a Cashless Exercise, so that upon such exercise Holder shall be entitled receive the “Net Number” of shares of Common Stock determined according to receive a the following formula: Net Number = (A x B) - (A x C) For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.

Cashless Exercise. If at Notwithstanding anything contained herein to the time contrary, the Holder may, if the Registration Statement (as defined in the Registration Rights Agreement) covering the resale of exercise hereof there is no effective registration statement registering, or the prospectus contained therein Warrant Shares being exercised is not available for the issuance resale of such Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to is then being exercised. B= the quotient obtained by dividing [arithmetic average of the Closing Sale Prices of the Common Stock for the five (A-B5) (X)] by (A), where: A = as applicable: (i) the VWAP consecutive Trading Days ending on the Trading Day date immediately preceding the date of the Exercise Notice. C= the Exercise Price then in effect for the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) Warrant Shares at the option time of such exercise. D= the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Closing Sale Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as date of the time Exercise Notice. For purposes of Rule 144(d) promulgated under the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP 1933 Act, as in effect on the date of hereof, it is intended that the applicable Notice of Warrant Shares issued in a Cashless Exercise if shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered this Warrant was originally issued pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Securities Purchase Agreement.

Cashless Exercise. The Option may only be exercised as a cashless exercise. Upon exercise of the Option, ZixIt will receive "N" number of shares, where "N" is determined according to the following formula: N = [(then-current Lante per share stock price minus $7.00) multiplied by (the number of shares sought to be exercised)], divided by the then-current Lante stock price. For purposes of this calculation the "then-current" Lante stock price inside the brackets (i.e., for the numerator only) will be capped at $37.00. Subject to the preceding sentence, for purposes of this calculation, the "then-current" Lante stock price will be the average of the closing prices of the Lante stock for the ten trading days preceding the date of exercise. If at the time of exercise hereof Option is exercised in full, ZixIt shall, upon request, surrender this Agreement to Lante for cancellation. If the Option is exercised in part, ZixIt shall surrender this Agreement to Lante so that Lante may make appropriate notation hereon and shall promptly return this Agreement to ZixIt. If the Lante stock is not publicly traded (i.e., there is no effective registration statement registeringquoting closing price), or the prospectus contained therein is not available for then-current price will be its fair market value, determined as provided in Section 15 below. Subject to Section 8, after the issuance exercise of the Warrant Shares to the Holder, then this Warrant may also be exercised, Option in whole or in part, at such time by means Lante shall promptly (and no later than five business days thereafter) issue and deliver a certificate representing the number of a “cashless exercise” in shares of Lante Common Stock as to which the Holder shall be entitled to receive a number Option has been exercised. The shares of Warrant Shares equal Lante Common Stock issuable upon the exercise of the Option are subject to the quotient obtained by dividing [(A-B) (X)] by (A)transfer restrictions noted in Section 8 below and, where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day issued prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option lapse of the Holderrestrictions, either (y) will bear an appropriate legend. Other than as stated in the VWAP on preceding sentence and in Section 8, Lante agrees to deliver the Trading Day immediately preceding the date underlying stock certificates, free and clear of any restrictive legends, registered as designated by ZixIt or its designee, in time to permit normal-way settlement of a simultaneous exercise of the applicable Notice of Exercise or (z) the Bid Price Option and sale of the underlying Lante Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Stock.

Cashless Exercise. If (i) Except as otherwise provided in this Section 2(c), at any time and from time to time while the time of exercise hereof there Common Stock is no effective registration statement registeringPublic Stock, or the prospectus contained therein is not available for the issuance in lieu of the Warrant Shares payment of the Exercise Price, Holder shall have the right (but not the obligation), to require the Holder, then this Warrant may also be exercisedCompany to convert a Warrant, in whole or in part, into Shares (the “Conversion Right”) as provided for in this Section 2(c). In addition, in connection with an Initial Public Offering or a transaction that results in the Common Stock becoming Public Stock or at any time following such time as the Common Stock is Public Stock, if at such time (or in connection with such transaction or Initial Public Offering) less than twenty percent (20%) of the aggregate Shares originally subject to this Warrant Agreement remain subject to purchase upon exercise pursuant to this Warrant Agreement (or will remain subject to purchase in connection with the consummation of such transaction or Initial Public Offering after giving effect to Warrants previously exercised or to be exercised in connection with the consummation of such transaction or Initial Public Offering), the Company shall have the right, by means delivery of a written notice to the Holders (a “Conversion Call Notice”), to cause the exercise of all Warrants on a cashless exercise” basis in accordance with this Section 2(c) on a date specified in such Conversion Call Notice, which the Holder date shall be entitled no less than twenty (20) days following the date such Conversion Call Notice is given in accordance with Section 18 (and which required conversion, if in connection with an Initial Public Offering or a transaction that results in the Common Stock becoming Public Stock, shall be made contingent upon the consummation of such Initial Public Offering or transaction, and which date of conversion shall be specified as the date of consummation of such transaction or Initial Public Offering). Upon exercise of the Conversion Right, the Company shall deliver to receive a Holder (without payment by Holder of any of the Exercise Price) that number of Warrant Shares (the “Conversion Shares”) equal to the quotient obtained by dividing [(x) the net value of the aggregate Shares (or portion thereof as to which the Conversion Right is being exercised if the Conversion Right is being exercised in part) at the time the Conversion Right is exercised (determined by subtracting (A-B) (X)] by (A), where: A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date sum of the applicable Notice aggregate Exercise Price of Exercise the Shares as to which the Conversion Right is being exercised in effect immediately prior to the exercise of the Conversion Right and all taxes imposed by law upon Holder, if such Notice of Exercise is (1) both executed and delivered any, which the Company shall pay pursuant to Section 2(a6 from (B) hereof on a day that the aggregate Fair Market Value of the Shares as to which the Conversion Right is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day being exercised immediately prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option exercise of the Holder, either Conversion Right) by (y) the VWAP on Fair Market Value of one Share immediately prior to the Trading Day immediately preceding the date exercise of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;Conversion Right.

Cashless Exercise. If at Notwithstanding anything contained herein to the time of exercise hereof there is no effective contrary, if a registration statement registering, (which may be the Registration Statement) covering the issuance or resale of the prospectus contained therein Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Warrant Shares to the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Common Shares determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Shares on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. Shares as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a1(a) hereof or (iii) the VWAP Closing Sale Price of the Common Shares on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d). Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 1(c) and 4(b), in no event will the Company be required to net cash settle a Warrant exercise.

Cashless Exercise. If at the time of The Holder may, in its sole discretion, exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = is then being exercised. B= as applicable: (i) the VWAP Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a1(d) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (yx) the VWAP Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice of Exercise or (zy) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice of Exercise if such Exercise Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(a) hereof (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof ), or (iii) the VWAP Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice of Exercise if the date of such Exercise Notice of Exercise is a Trading Day and such Exercise Notice of Exercise is both executed and delivered pursuant to Section 2(a1(a) hereof after the close of “regular trading hours” on such Trading Day;.