Common use of Date of Exercise Clause in Contracts

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a). Upon delivery of the Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be. In the case of a Cash Exercise of this Warrant, within the earlier of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall shall, in each case, be defined as the date that the Exercise Form attached hereto as Exhibit AA-1, completed and executed, is delivered sent by electronic mail to the Company Company, provided that the Exercise Price is satisfied as soon as practicable thereafter but in accordance with Section 2(a)no event later than two (2) Business Days following the date of such electronic mail. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not previously sent the Exercise Form by electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be. In ; provided, however, that in the case event an Exercise Form in respect of a Cash Cashless Major Exercise is delivered prior to the occurrence of this Warrantthe applicable Major Transaction, within Holder shall be deemed to have become the earlier holder of (i) two Trading Days record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and (ii) the number Date of Trading Days comprising the Standard Settlement Period following Exercise shall in such event be deemed to have occurred on the date of Exercise as aforesaid, the Holder shall deliver to occurrence of the Company the aggregate Exercise Price for the shares specified in the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bankMajor Transaction. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the this Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile or electronic mail to the Company; provided that the Exercise Price, if applicable, is satisfied as soon as practicable thereafter but no later than the number of Trading Days comprising the Standard Settlement Period after the Date of Exercise. In the event that the Exercise Price (if applicable) set forth in the Exercise Form is not paid to the Company by the deadline therefor, as set forth in accordance with Section 2(a)the preceding sentence, the Date of Exercise shall be such date as such Exercise Price is received by the Company, unless the exercise contemplated by such Exercise Form is rescinded by Holder. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company or the Transfer Agent if Holder has not previously sent the Exercise Form by facsimile or electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, the electronic mail or otherwise, Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be. In ; provided, however, that, in the case event an Exercise Form in respect of a Cash Cashless Major Exercise is delivered during the Cashless Major Exercise Period (as defined below) but prior to the occurrence of this Warrantthe applicable Major Transaction, within Holder shall be deemed to have become the earlier holder of (i) two Trading Days record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and (ii) the number Date of Trading Days comprising the Standard Settlement Period following Exercise shall in such event be deemed to have occurred on the date of Exercise as aforesaid, the Holder shall deliver to occurrence of the Company the aggregate Exercise Price for the shares specified in the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bankMajor Transaction. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the this Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile or electronic mail to the Company, provided that the Exercise Form is received by the Company and the Exercise Price is satisfied, each as soon as practicable thereafter but in accordance with Section 2(a)no event later than two (2) business days following the date of such facsimile or electronic mail. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not sent advance notice by facsimile or electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be. In ; provided, however, that in the case event of a Cash Cashless Major Exercise in respect of this Warrant, within the earlier a Non-Surviving Change of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise as aforesaidControl Transaction, the Holder shall deliver be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the Company consummation of such Non-Surviving Change of Control Transaction and provided, further, that in the aggregate event of a Cashless Major Exercise Price for triggered by an event set forth in Section 5(c)(i)(F), the Holder shall be deemed to have become the holder of record of the shares specified in issuable upon such exercise immediately following the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bankoccurrence of the Major Transaction. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following of the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a). Upon delivery of the Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this WarrantWarrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise Form by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile to the Company in accordance with Section 2(a)to the attention of the Company’s Chief Financial Officer, provided that the original Warrant and Exercise Form are received by the Company and the Exercise Price is satisfied, within two (2) business days thereafter. Alternatively, the Date of Exercise shall be defined as the date the completed and exercised original Exercise Form is received by the Company, if Holder has not sent advance notice by facsimile, provided that the original Warrant is received by the Company and the Exercise Price is satisfied within two (2) business days thereafter. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be. In ; provided, however, that in the case event of a Cash Cashless Major Exercise in respect of this Warrant, within the earlier a Qualified Change of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise as aforesaidControl Transaction, the Holder shall deliver be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the Company the aggregate Exercise Price for the shares specified consummation of such Qualified Change of Control Transaction and provided, further, that in the applicable event of a Cashless Major Exercise Form triggered by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised an event set forth in fullSection 5(c)(i)(G), in which case the Holder shall surrender this Warrant be deemed to have become the Company for cancellation within three Trading Days holder of record of the shares issuable upon such exercise immediately following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation occurrence of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofMajor Transaction.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the later of the date that (i) the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a), and (ii) the payment of the Exercise Price for the number of Exercise Shares as to which this Warrant is being exercised (which may take the form of a Cashless Exercise if so indicated in the Exercise Notice pursuant to Section 3 below). Upon delivery of the Exercise Form to last of the Company items required in accordance with Section 2(a), the definition of “Date of Exercise,” the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be. In the case of a Cash Exercise of this Warrant, within the earlier of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, duly completed and executed, is delivered to received by facsimile or electronic mail by the Company, provided that the original Exercise Form is received by the Company and the Exercise Price is satisfied, each as soon as practicable thereafter but in accordance with Section 2(a)any event no later than the close of business on the second Business Day thereafter. Alternatively, if Holder has not sent advance notice by facsimile or electronic mail, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, provided that the Exercise Price is satisfied no later than the close of business on the second Business Day thereafter. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Sharesaccount; provided, as the case may be. In the case of a Cash Exercise of this Warranthowever, within the earlier of that (i) two Trading Days and (ii) in the number event of Trading Days comprising the Standard Settlement Period following the date a Cashless Major Exercise in respect of Exercise as aforesaida Qualified Change of Control Transaction, the Holder shall deliver be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the Company consummation of such Qualified Change of Control Transaction, (ii) in the aggregate event of a Cashless Major Exercise triggered by an event set forth in Section 5(c)(i)(E), the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately following the occurrence of the Major Transaction and (iii) in the event that the Exercise Price for is not satisfied by no later than the shares specified in second Business Day following the applicable delivery of the Exercise Form Form, as described above, the Holder shall not be deemed to have become a holder of record of such Warrant Shares until such time as the Exercise Price is received by wire transfer or cashier’s check drawn on a United States bankthe Company. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three Trading two (2) Business Days following of the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile or electronic mail to the Company, provided that the Exercise Form is received by the Company in accordance with Section 2(a)and the Exercise Price is satisfied, each as soon as practicable thereafter. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not sent advance notice by facsimile or electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are issued in certificated form or credited to the Holder’s or its designeeaccount at the Company’s Depository Trust Company transfer agent (the “DTCTransfer Agent”) account or ); provided, however, that in the date of delivery of the certificates evidencing such Exercise Shares, as the case may be. In the case event of a Cash Cashless Major Exercise in respect of this Warrant, within the earlier a Qualified Change of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise as aforesaidControl Transaction, the Holder shall deliver be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the Company consummation of such Qualified Change of Control Transaction and provided, further, that in the aggregate event of a Cashless Major Exercise Price for triggered by an event set forth in Section 5(c)(i)(E), the Holder shall be deemed to have become the holder of record of the shares specified in issuable upon such exercise immediately following the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bankoccurrence of the Major Transaction. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following of the date the final Exercise Form is delivered to the Company. Execution and delivery of an the Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofif any.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, duly completed and executed, is delivered to received by facsimile or electronic mail by the Company, provided that the Exercise Form is received by the Company and the Exercise Price (if applicable) is satisfied, each as soon as practicable thereafter but in accordance with Section 2(a)any event no later than the close of business on the second Business Day thereafter. Alternatively, if Holder has not sent advance notice by facsimile or electronic mail, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, provided that the Exercise Price, if applicable, is satisfied no later than the close of business on the second Business Day thereafter. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be. In the case of a Cash Exercise of this Warrant; provided, within the earlier of however, that (i) two Trading Days and (ii) in the number event of Trading Days comprising the Standard Settlement Period following the date a Cashless Major Exercise in respect of Exercise as aforesaida Qualified Change of Control Transaction, the Holder shall deliver be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the Company consummation of such Qualified Change of Control Transaction, (ii) in the aggregate event of a Cashless Major Exercise triggered by an event set forth in Section 5(c)(i)(E), the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately following the occurrence of the Major Transaction and (iii) in the event that the Exercise Price for (if applicable) is not satisfied by no later than the shares specified in second Business Day following the applicable delivery of the Exercise Form Form, as described above, the Holder shall not be deemed to have become a holder of record of such Warrant Shares until such time as the Exercise Price is received by wire transfer or cashierthe Company and the Company shall have no obligation to deliver such Warrant Shares until two (2) Business Days following the Company’s check drawn on a United States bankreceipt of the full Exercise Price. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three Trading two (2) Business Days following of the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form and other required information with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile or electronic mail to the Company, provided that the Exercise Form is received by the Company and the Exercise Price is satisfied, each as soon as practicable thereafter but in accordance with Section 2(a)no event later than two (2) business days (for purposes of this Warrant, “business days” means days on which banks are open for business in The City of New York) following the date of such facsimile or electronic mail. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not sent advance notice by facsimile or electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be. In ; provided, however, that in the case event of a Cash Cashless Major Exercise in respect of this Warrant, within the earlier a Non-Surviving Change of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise as aforesaidControl Transaction, the Holder shall deliver be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the Company consummation of such Non-Surviving Change of Control Transaction, and provided further, that in the aggregate event of a Cashless Major Exercise Price for triggered by an event set forth in Section 5(c)(i)(F), the Holder shall be deemed to have become the holder of record of the shares specified in issuable upon such exercise immediately following the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bankoccurrence of the Major Transaction. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following of the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the this Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by electronic mail to the Company; provided that the Exercise Price, if applicable, is satisfied as soon as practicable thereafter but no later than the number of Trading Days comprising the Standard Settlement Period after the Date of Exercise. In the event that the Exercise Price (if applicable) set forth in the Exercise Form is not paid to the Company in accordance with Section 2(a)by the deadline therefor, the Date of Exercise shall be such date as the Exercise Price is received by the Company, unless the exercise contemplated by such Exercise Form is rescinded by Holder. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form (and Exercise Price, if applicable) is received by the Company or the Transfer Agent if Holder has not previously sent the Exercise Form by electronic mail. Upon delivery of the Exercise Form (and Exercise Price, if applicable) to the Company in accordance with Section 2(a)electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be. In the case of a Cash Exercise of this Warrant, within the earlier of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder Xxxxxx has purchased all of the Exercise Warrant Shares available hereunder and the this Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile or electronic mail to the Company Company, provided that the Exercise Price, if applicable, is satisfied as soon as practicable, but in accordance with Section 2(a)any event no later than two (2) Trading Days, thereafter. Upon delivery Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if the Holder has not previously sent the Exercise Form to by facsimile or electronic mail, provided that the Company Exercise Price, if applicable, is satisfied as soon as practicable, but in accordance with Section 2(a)any event no later than two (2) Trading Days, after such receipt. On the Date of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be. In ; provided, however, that in the case event an Exercise Form in respect of a Cash Cashless Major Exercise is delivered prior to the occurrence of this Warrant, within the earlier of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise as aforesaidapplicable Major Transaction, the Holder shall deliver be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the Company consummation of such Major Transaction and the aggregate Date of Exercise Price for shall in such event be deemed to have occurred on the shares specified in date of the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bankoccurrence of the Major Transaction. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall shall, in each case, be defined as the date that the Exercise Form attached hereto as Exhibit AA-1, completed and executed, is delivered sent by electronic mail to the Company Company, provided that the Exercise Price is satisfied as soon as practicable thereafter but in accordance with Section 2(a)no event later than two (2) Business Days following the date of such electronic mail. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not previously sent the Exercise Form by electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be. In ; provided, however, that in the case event an Exercise Form in respect of a Cash Cashless Major Exercise is delivered prior to the occurrence of this Warrantthe applicable Major Transaction, within Holder shall be deemed to have become the earlier holder of (i) two Trading Days record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and (ii) the number Date of Trading Days comprising the Standard Settlement Period following Exercise shall in such event be deemed to have occurred on the date of Exercise as aforesaid, the Holder shall deliver to occurrence of the Company the aggregate Exercise Price for the shares specified in the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bankMajor Transaction. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the later of the date that (i) the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a1.1(a), and (ii) the payment of the Exercise Price for the number of Exercise Shares as to which this Warrant is being exercised (which may take the form of a Cashless Exercise if so indicated in the Exercise Notice pursuant to Section 3 below). Upon delivery of the Exercise Form to last of the Company items required in accordance with Section 2(a), the definition of “Date of Exercise,” the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be. In the case of a Cash Exercise of this Warrant, within the earlier of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a). Upon delivery of the Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this WarrantWarrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise Form by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.. Credit and Guaranty Agreement EXHIBIT O

Date of Exercise. The “Date of Exercise” Option shall become exercisable according to the ---------------- following schedule. Dates: The Option shall become exercisable with respect to the following percentage of the Warrant Covered Shares: Immediately upon execution of this Agreement 100% For purposes of this schedule, a year shall mean the 12-month period commencing on the Grant Date and each anniversary date thereafter. In the event that the Participant's relationship with the Company is terminated, whether voluntarily or involuntarily, prior to the date on which the Participant is fully vested, the Participant shall only have the right to exercise that portion of the Options that had vested prior to said date of termination. Exercisability under the schedule is cumulative, and after the Option becomes exercisable under the schedule with respect to any portion of the Covered Shares, it shall continue to be exercisable with respect to that portion of the Covered Shares until the "Expiration Date," as defined below. Notwithstanding any provision to the contrary set forth herein, the Option shall become immediately and fully exercisable with respect to all of the Covered Shares (e.g., 100% vested) in the event that (i) the Company shall dispose of, or agree to dispose of, all or substantially all of its assets as an entity and thereafter dissolve, (ii) consolidate with or merge into another corporation or permit one or more corporations to consolidate with or merge into it and pursuant to any such merger or consolidation the Company shall not be the resulting or surviving corporation, (iii) a "Change in Control," as defined below, of the Company occurs, or (iv) the Participant's employment relationship with the Company is terminated by the Company without cause. In any such event described in (i) or (ii) above, this Option shall terminate upon the consummation of such event, but the Company shall require the resulting company to issue an equivalent Option (with the same vesting and exercise rights as set forth herein) to the Participant. In the event of any merger or consolidation involving the Company and pursuant to which the Company shall be defined as the date that resulting or surviving corporation, then the Exercise Form attached hereto as Exhibit AOptions granted hereunder shall not be subject to full and immediate vesting nor to termination and replacement. For purposes of this Agreement, completed and executed, is delivered to a "Change in Control" of the Company in accordance with Section 2(a). Upon delivery of the Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record occurred if more than fifty percent (50%) of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective issued and outstanding shares of capital stock of the date such Exercise Shares Company are credited transferred to the Holder’s or its designee’s Depository Trust Company a third party (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be. In the case of a Cash Exercise of this Warrant, within the earlier of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of Exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Exercise Form by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three Trading Days following the date the final Exercise Form is delivered to other than the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof).