Common use of Delivery of Certificates Upon Exercise Clause in Contracts

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice is delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any taxes required to be paid by the Holder by the proviso of Section 2(e)(viii) below have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by the proviso of Section 2(e)(viii) below Holder, if any, have been paid. The Company and the Holder may also agree to make arrangements for the delivery of the Warrant Shares, and the payment of the aggregate Exercise Price, by means of “DVP”, as described in the Subscription Agreement.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Trading Days from the delivery to receipt by the Company of the Notice of Exercise FormExercise, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price is received by the Company, if such date is after Notice is delivered to of Exercise and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”), free and clear of all legends (other than as required by law). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by the Company or by the Transfer Agent by physical delivery to the address specified by the Holder in the Exercise Notice of Exercise promptly following, or if required by law, within three (3) Trading Days from from, the delivery to the Company of the Notice of duly executed Exercise FormNotice, surrender of this Warrant (and, if required) and applicable, payment of the aggregate Exercise Price as set forth above (if applicablein Section 2(a) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on exercised, the date the Exercise Notice is delivered to the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock for all purposes, as of on the date the Company receives the duly executed Exercise Notice, this Warrant has been exercised by payment and the Exercise Price (unless such exercise is pursuant to the Company Section 2(c) in which case receipt of the Exercise Price (or by cashless exerciseis not applicable), if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(v) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Trading Days from the delivery to receipt by the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price is received by the Company, if such date is after Notice is delivered to of Exercise Form and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective registration statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Trading Days from the delivery to receipt by the Company of the Notice of Exercise FormExercise, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price is received by the Company, if such date is after Notice is delivered to of Exercise and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 1(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder representing Warrant Shares shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading 3 Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant If all or any portion thereof of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares, such Warrant Shares shall be issued free of all legends on or before the Warrant Share Delivery Date. This Warrant shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company or its transfer agent is a participant in such systemsystem or another established clearing corporation performing similar functions, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and if the certificates may be issued without a restrictive legend in accordance with applicable federal securities laws, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading two (2) Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three five (5) Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price and completed Notice is delivered to of Exercise are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(c)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such systemsystem and there is an effective registration statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(f)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date (a) the Exercise Notice Price is delivered received by the Company or (b) notification to the CompanyCompany that this Warrant is being exercised pursuant to a cashless exercise provision set forth in Section 2(c) above. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such systemsystem and either (A) there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder or this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (the “Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates If and to the extent that the Company completes a Public Offering pursuant to the Securities Act of 1933, as amended, and, if applicable to shares of the Company, certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and if the certificates may be issued without a restrictive legend in accordance with applicable federal securities laws, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three Trading ten (10) Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 1(c)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three five Trading Days from the delivery to of receipt by the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(c)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by the Company or by the Transfer Agent by physical delivery to the address specified by the Holder in the Notice of Exercise promptly, or if required by law, within three (3) Trading Days Days, from the delivery to the Company of the duly executed Notice of Exercise FormExercise, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicableor an exercise pursuant to Section 2(c)) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on exercised, the date the Exercise Notice is delivered to the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock for all purposes, as of on the date the Company receives the duly executed Notice of Exercise, Warrant has been exercised by payment and Exercise Price (unless such exercise is pursuant to the Company Section 2(c) in which case receipt of the Exercise Price (or by cashless exerciseis not applicable), if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(v) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates Subject to and in reliance on Xxxxxx’s covenant in Section 6(b) of the Registration Rights Agreement, in the event of exercise of this Warrant at a time when a Registration Statement covering the resale of the Warrant Shares is effective under the Securities Act, certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder after the effective date of the Registration Statement by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid. If the Company does not have an effective registration statement for the common shares underlying the warrants, the provisions of Section 4 (d) will apply in the event the Holder wants to exercise these warrants.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery DateWARRANT SHARE DELIVERY DATE”). This Warrant or any portion thereof shall be deemed to have been exercised on the with respect to the Warrant Shares exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system, system and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (if applicable) (such date, the “Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the first date on which all of the Exercise Notice is foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(c)(vi) prior to the proviso issuance of Section 2(e)(viii) below have such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Trading Days from the delivery to receipt by the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price is received by the Company, if such date is after Notice is delivered to of Exercise Form and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates At the written request of the Holder, the Company shall cause certificates for shares Warrant Shares purchased hereunder shall to be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three Trading Days from the delivery to receipt by the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price is received by the Company, if such date is after the Notice is delivered to of Exercise Form and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person Person so designated to be named therein shall be deemed to have become a holder of record of such shares Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission Fast Automated Securities Transfer Program (“DWACFAST”) system if the Company Company’s transfer agent is a participant in such systemprogram and either (x) there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, or (y) such shares may be sold pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice is delivered to the CompanyDate. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery actual receipt (if received prior to noon Pacific time, otherwise four Trading Days) by the Company (with facsimile confirmation to the Company Company) of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company, unless the Holder requests a later date for exercise. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company or the transfer agent of the Company to the Holder by crediting if the account Warrant Shares may be issued pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Holder’s prime broker Securities Act and in accordance with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemapplicable state securities laws, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant Warrant, and (if requiredC) and payment of the aggregate Exercise Price as set forth above (if applicable) (“such date, the "Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the first date on which all of the Exercise Notice is foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes (or by cashless exercise, if permittedother than transfer taxes) and any taxes required to be paid by the Holder by Holder, if any, prior to the proviso issuance of Section 2(e)(viii) below have been paidsuch shares, and the issuance of certificates for the shares purchased hereunder.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date (a) the Exercise Notice Price is delivered received by the Company or (b) notification to the CompanyCompany that this Warrant is being exercised pursuant to the cashless exercise provision set forth in Section 2(c) above. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise. The Company shall instruct its transfer agent within three 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”)) to deliver the certificates for the shares in the manner set forth above. This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to receipt by the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price is received by the Company, if such date is after the Notice of Exercise Form and this Warrant is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three four Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise delivered by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”); provided, however, if the Company is a participant in the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system, such shares shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the DWAC system and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder. This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to exercised, the Company has received payment of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three five Trading Days from following the delivery last to be received by the Company of (x) the Notice of Exercise Form, (y) surrender of this Warrant (if required) and (z) payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Warrant, the Notice of Exercise Notice is delivered to Form and the Exercise Price are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”) (unless a delay is a result of a Force Majeure, provided the Company continues to use commercially reasonable efforts to ultimately perform its obligations hereunder). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to exercised, the Company has received payment of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such systemsystem and either (A) there is an effective registration statement permitting the resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (the “Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(v) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and such certificates are required to be free of any legends pursuant to Section 4.1 of the Purchase Agreement, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”Date”)(unless a delay is a result of a Force Majeure, provided the Company continues to use commercially reasonable efforts to ultimately perform its obligations hereunder). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Shares purchased hereunder shall be transmitted by the transfer agent of the Company Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system, system and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), (C) and payment of the aggregate Exercise Price as set forth above and (D), if applicable, the fourth Trading Day following the delivery of notice of a Company-Elected Conversion (as defined below) (such date, the “Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the first date on which all of the Exercise Notice is foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below have such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and the Warrant Shares are effectively registered for resale, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by the delivery of the Notice of Exercise form and payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for ADSs representing shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system system, if the Company is a participant in such systemavailable, and otherwise by physical delivery of the ADRs representing such Warrant Shares to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares (represented by the ADRs) shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date (a) the Exercise Notice Price is delivered received by the Company or (b) notification to the CompanyCompany that this Warrant is being exercised pursuant to a cashless exercise provision set forth in Section 2(c) above. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such systemsystem and either (A) there is an effective Registration Statement for the issuance of the Warrant Shares by the Company or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (the “Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"), free and clear of all legends (other than as required by law). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates To the extent permitted by applicable federal securities laws, certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and if the certificates may be issued without a restrictive legend in accordance with applicable federal securities laws, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading five (5) Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Deposit/Withdrawal Agent Commission at Custodian (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Trading Days from after the delivery to receipt by the Company of the Notice of Exercise FormExercise, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price is received by the Company, if such date is after Notice is delivered to of Exercise and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(f)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder the Holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for ADSs representing shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system system, if the Company is a participant in such systemavailable, and otherwise by physical delivery of the ADRs representing such Warrant Shares to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares (represented by the ADRs) shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(c)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Exercise Notice of Exercise within by the date that is three Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormNotice, (B) surrender of this the Warrant Certificate (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if applicablepermitted) (such date, the “Warrant Share Delivery Date”). This A Warrant or any portion thereof shall be deemed to have been exercised on the first date on which all of the Exercise Notice is foregoing have been delivered to the CompanyWarrant Agent. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares Warrant Shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company Warrant Agent of the Exercise Price (or by cashless exercise, if permittedapplicable) and any all taxes required to be paid by the Holder by Holder, if any, prior to the proviso issuance of Section 2(e)(viii) below have such Warrant Shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery actual receipt (if received prior to noon Pacific time, otherwise four Trading Days) by the Company (with facsimile confirmation to the Company Company) of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”)above. This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price and duly executed Notice is delivered to of Exercise Form have been received by the CompanyCompany in accordance with Section 2(a). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder Holder, if any, pursuant to Section 2(e)(vii) prior to the issuance of such shares, have been paid and a duly executed Notice of Exercise Form has been received by the proviso of Company in accordance with Section 2(e)(viii) below have been paid2(a).

Delivery of Certificates Upon Exercise. Certificates for ADSs representing shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system system, if the Company is a participant in such systemavailable, and otherwise by physical delivery of the ADRs representing such Warrant Shares to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares (represented by the ADRs) shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Notice of Exercise, this Warrant (if required) and the Exercise Notice is delivered to Price are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective registration statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system and the shares are otherwise able to be issued pursuant to such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates The Company shall cause certificates for shares Warrant Shares purchased hereunder shall to be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three (3) Trading Days from the delivery to receipt by the Company of the Notice of Exercise FormExercise, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price is received by the Company, if such date is after the date on which the Notice is delivered to of Exercise and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person Person so designated to be named therein shall be deemed to have become a holder of record of such shares Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise along with a Series A Warrant to purchase up to a number of Warrant Shares equal to 100% of the number of Warrant Shares issued pursuant to such Notice of Exercise, within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased or transferred hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Warrant Exercise Form within three Trading 5 Business Days from the delivery to the Company of the Notice of Warrant Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to the proviso issuance of Section 2(e)(viii) below such shares, have been paid. Certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder representing Warrant Shares shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant If all or any portion thereof of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares, such Warrant Shares shall be issued free of all legends on or before the Warrant Share Delivery Date. This Warrant shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the aggregate Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the aggregate Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates The Company shall cause certificates for shares Warrant Shares purchased hereunder shall to be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three Trading Days from the delivery to receipt by the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery "WARRANT SHARE DELIVERY Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price is received by the Company, if such date is after the Notice is delivered to of Exercise Form and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person Person so designated to be named therein shall be deemed to have become a holder of record of such shares Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise. The Company shall instruct its transfer agent within three 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”)) to deliver the certificates for the shares in the manner set forth above. This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date (a) the Exercise Notice Price is delivered received by the Company or (b) notification to the CompanyCompany that this Warrant is being exercised pursuant to a cashless exercise provision set forth in Section 2(c) above. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates If no legend is required on the certificates for shares purchased hereunder Warrant Shares pursuant to Section 4.1(c) of the Purchase Agreement, such certificates shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company System through its the Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, or another established clearing corporation performing similar functions, provided the Holder requests such transmission and provided that the Holder making such request provides the transfer agent with the prime broker account information necessary to effect such transfer, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price and properly completed Notice is delivered to of Exercise Form are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates If the Holder has provided the Company with the name of its prime broker that is a participant with the Depository Trust Company System through its Deposit Withdrawal Agent Commission System, certificates for shares purchased hereunder that are not "restricted securities" shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system (or if the Company is not a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Exercise) no later than the Trading Day which is 5 Trading Days from the date on which latest the following events occur: (1) the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and (if required2) and payment the receipt in full by the Company of the aggregate Exercise Price as set forth above in the manner(s) specified in the Notice of Exercise Form (if applicable) (“such date, the "Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three within: (A) 4 Trading Days from the delivery to the Company of the Notice of Exercise Form, if the Shares are to be delivered to an address in Canada, (B) 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, if the Shares are to be delivered to an address in the United States, and (C) 10 Trading Days from the delivery to the Company of the Notice of Exercise Form, if the Shares are to be delivered to an address other than in Canada or the United States, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the aggregate Exercise Notice Price is delivered to received by the Company. The To the extent permitted by law, the Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the aggregate Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for ADSs representing shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system system, if the Company is a participant in such systemavailable, and otherwise by physical delivery of the ADRs representing such Warrant Shares to the address specified by the Holder in the Notice of Exercise within three 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and the accompanying Italian warrant certificate and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). If the Company fails to deliver to the Holder such ADRs representing such Warrant Shares by the Warrant Share Delivery Date, the Holder will have the right to rescind such exercise as set forth in Section 2(c)(iv)(2). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares (represented by the ADRs) shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such systemsystem and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if applicablepermitted) (the “Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system and the Warrant Shares are eligible for entry on the DWAC system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery actual receipt (if received prior to noon Pacific time, otherwise four Trading Days) by the Company (with facsimile confirmation to the Company Company) of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares any and all Warrant Shares purchased hereunder (including by means of cashless exercise) shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price for the number of Warrant Shares being purchased is received by the Company or upon receipt by the Company of the Notice is delivered of Exercise Form with respect to the Companya cashless exercise. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein in the Notice of Exercise shall be deemed to have become a holder of record of such shares of Common Stock for all purposes, as of the date the Warrant has been exercised by payment (or by means of cashless exercise) to the Company of the Exercise Price (or by cashless exercise, if permitted) for the number of Warrant Shares being purchased and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares of Common Stock, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above either in cash or through a cashless exercise (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 1(f)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid. iii.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading 3 Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date (a) the Exercise Notice Price is delivered received by the Company or (b) notification to the CompanyCompany that this Warrant is being exercised pursuant to a cashless exercise provision set forth in Section 2(d) above. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(iv) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Class B Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Class B Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Class B Exercise Price (Price, or by cashless exercisethe cancellation of shares pursuant to Section 2(c) hereof, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company Transfer Agent to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is then a participant in such systemsystem and either (A) there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”the "WARRANT SHARE DELIVERY DATE"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by the Company or by the Transfer Agent by physical delivery to the address specified by the Holder in the Notice of Exercise promptly, or if required by law, within three (3) Trading Days Days, from the delivery to the Company of the duly executed Notice of Exercise FormExercise, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicableor an exercise pursuant to Section 2(c)) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on exercised, the date the Exercise Notice is delivered to the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock for all purposes, as of on the date the Company receives the duly executed Notice of Exercise, Warrant has been exercised by payment and Exercise Price (unless such exercise is pursuant to the Company Section 2(c) in which case receipt of the Exercise Price (or by cashless exerciseis not applicable), if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(v) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading 5 Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates The Company shall be required to deliver certificates for shares purchased hereunder the Warrant Shares subject to the exercise of this Warrant, which shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading (3) Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”)above. This Warrant or any portion thereof shall be deemed to have been exercised on the date (a) the Exercise Notice Price is delivered received by the Company or (b) notification to the CompanyCompany that this Warrant is being exercised pursuant to a cashless exercise provision set forth in Section 1(d) above. The Warrant Shares which are subject to an exercise of this Warrant shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares thereof for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 1(e)(iv) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading 3 Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of all of (A) the Notice of Exercise Form, (B) surrender of this Warrant Warrant, and (if requiredC) and the date payment of the aggregate Exercise Price as set forth above made by wire transfer is credited to the Company’s acccount or the date (or if applicablesuch date is not a Trading Day, the next Trading Day) on which the Compnay receives a cashier’s check drawn on a United States bank (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice is delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (the “Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by the proviso of Section 2(e)(viii) below Holder, if any, have been paid. The Company and the Holder may also agree to make arrangements for the delivery of the Warrant Shares, and the payment of the aggregate Exercise Price, by means of “DVP”, as described in the Subscription Agreement.

Delivery of Certificates Upon Exercise. Certificates Subject to and in reliance on Holder’s representations and covenants in the Purchase Agreement, in the event of the exercise of this Warrant at a time when a Registration Statement covering the resale of the Warrant Shares is effective under the Securities Act, certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading Days from the after delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates -------------------------------------- for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") ---- system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“"Warrant Share Delivery Date”"). This Warrant or any portion thereof shall be --------------------------- deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates To the extent permitted by applicable federal securities laws, certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and if the certificates may be issued without a restrictive legend in accordance with applicable federal securities laws, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading five (5) Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 1(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates If required pursuant to Section 4.1 of the Securities Agreement, certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been deemed to have been exercised hereunder by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company or its transfer agent of the Company agent, if applicable, to the Holder by crediting the account of the Holder’s prime broker custodian with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading Days (3) trading days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price is received by the Company, or in the event of a cashless exercise, the date that the Notice of Exercise is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 1(d)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date that is the later of (x) the date the Notice or Exercise Notice is has been delivered to the Company and (y) the date the aggregate Exercise Price has been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vii) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such systemsystem and the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading Days five business days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Notice Price is delivered to received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any all taxes required to be paid by the Holder by Holder, if any, pursuant to Section 2(e)(vi) prior to the proviso issuance of Section 2(e)(viii) below such shares, have been paid.