Common use of Delivery of Shares Upon Exercise Clause in Contracts

Delivery of Shares Upon Exercise. The Company shall cause the Shares purchased hereunder to be transmitted by Securities Transfer Corporation (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Shares to or resale of the Shares by the Holder or (B) the Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Purchase Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Shares with respect to which this Purchase Warrant has been exercised, irrespective of the date of delivery of the Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Purchase Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

Delivery of Shares Upon Exercise. The Company shall cause the Shares purchased hereunder to be transmitted by Securities Securitize, LLC, formerly Pacific Stock Transfer Corporation Company (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Shares to or resale of the Shares by the Holder or (B) the Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Purchase Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Shares with respect to which this Purchase Warrant has been exercised, irrespective of the date of delivery of the Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Purchase Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

Delivery of Shares Upon Exercise. The Company shall cause the Shares purchased hereunder to be transmitted by Securities Transfer Corporation (the “Transfer Agent”) its transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Shares to or resale of the Shares by the Holder Xxxxxx, or (B) the Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 and, in either case, the Shares have been sold by the Holder prior to the Warrant Share Delivery Date (assuming cashless exercise of the Purchase Warrantsas defined below), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery If the Shares can be delivered via DWAC, the transfer agent shall have received from the Company, at the expense of the Notice Company, any legal opinions or other documentation required by it to deliver such Warrant Shares without legend (subject to receipt by the Company of Exercisereasonable back up documentation from the Holder, including with respect to affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery Date, the transfer agent shall have received from the Holder a confirmation of sale of the Shares (provided the requirement of the Holder to provide a confirmation as to the sale of Shares shall not be applicable to the issuance of unlegended Shares upon a cashless exercise of this Purchase Warrant if the Shares are then eligible for resale pursuant to Rule 144(b)(l)). The Shares shall be deemed for all corporate purposes to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become the a holder of record of such shares for all purposes, as of the Shares with respect to which this date the Purchase Warrant has been exercised, irrespective with payment to the Company of the date of delivery of the Shares, provided that payment of the aggregate Exercise Price (other than in the case of a or by cashless exercise, if permitted) is received within and all taxes required to be paid by the earlier Holder, if any, pursuant to Section 2.3.6 prior to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder the Shares subject to a Notice of Exercise by the second Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Shares subject to such exercise (i) two (2) Trading Days and (ii) based on the number of Trading Days comprising the Standard Settlement Period following delivery VWAP of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Purchase Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect Shares on the date of delivery of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Warrant Share Delivery Date until such Shares are delivered or Holder rescinds such exercise.

Delivery of Shares Upon Exercise. The Company shall cause the Shares purchased hereunder to be transmitted by Securities the Company’s Transfer Corporation (the “Transfer Agent”) Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Shares to or resale of the Shares by the Holder or (B) the Shares are eligible for resale by the Holder without volume or manner-of-of- sale limitations pursuant to Rule 144 (assuming cashless exercise of the Purchase Warrants)144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise notice by the date that is the earliest earlier of (i) the earlier of (A) two (2) Trading Days trading days after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate Exercise Price notice and (other than in the instance of a cashless exercise) is received by the Company by such date, (iiB) one (1) Trading Day trading day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days trading days comprising the Standard Settlement Period (as defined below) after the delivery to the Company of the Notice of Exercise notice (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Shares with respect to which this Purchase Warrant has been exercised, irrespective of the date of delivery of the Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two five (25) Trading Days trading days and (ii) the number of Trading Days trading days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Purchase Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Daystrading days, on the Company’s primary Trading Market trading market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

Delivery of Shares Upon Exercise. The Company shall cause the Shares purchased hereunder to shall be transmitted by Securities the Transfer Corporation (the “Transfer Agent”) Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement 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 more than six months after its original issue date (or one year in the Shares are eligible for resale event there is not adequate current public information available with respect to the Company as required by subsection (c) of Rule 144) and the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise is not and has not been an Affiliate of the Purchase Warrants)Company within 90 days of the date of exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, certificate for the number of Shares to which the Holder is entitled pursuant to such exercise shares to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of three (i) two (23) Trading Days after the delivery to the Company latest of the Notice of Exercise, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exerciseA) is received by the Company by such date, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after the delivery to the Company of the Notice of Exercise Form and receipt of the DWAC request from the Holder’s prime broker (if applicable), (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder This Warrant shall be deemed for to have been exercised on the first date on which all corporate purposes of the 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 the a holder of record of such shares for all purposes, as of the Shares with respect to which this Purchase date the Warrant has been exercised, irrespective with payment to the Company of the date of delivery of the Shares, provided that payment of the aggregate Exercise Price (other than in the case of a or by cashless exercise, if permitted) is received within and all taxes required to be paid by the earlier of (iHolder, if any, pursuant to Section 2(d)(vi) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Purchase Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect prior to the Common Stock as in effect on the date issuance of delivery of the Notice of Exercisesuch shares, having been paid.

Delivery of Shares Upon Exercise. The Company shall cause the Shares purchased hereunder to be transmitted by Securities Transfer Corporation (the “Transfer Agent”) its transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Shares to or resale of the Shares by the Holder Hxxxxx, or (B) the Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 and, in either case, the Shares have been sold by the Holder prior to the Warrant Share Delivery Date (assuming cashless exercise of the Purchase Warrantsas defined below), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery If the Shares can be delivered via DWAC, the transfer agent shall have received from the Company, at the expense of the Notice Company, any legal opinions or other documentation required by it to deliver such Warrant Shares without legend (subject to receipt by the Company of Exercisereasonable back up documentation from the Holder, including with respect to affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery Date, the transfer agent shall have received from the Holder a confirmation of sale of the Shares (provided the requirement of the Holder to provide a confirmation as to the sale of Shares shall not be applicable to the issuance of unlegended Shares upon a cashless exercise of this Purchase Warrant if the Shares are then eligible for resale pursuant to Rule 144(b)(l)). The Shares shall be deemed for all corporate purposes to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become the a holder of record of such shares for all purposes, as of the Shares with respect to which this date the Purchase Warrant has been exercised, irrespective with payment to the Company of the date of delivery of the Shares, provided that payment of the aggregate Exercise Price (other than in the case of a or by cashless exercise, if permitted) is received within and all taxes required to be paid by the earlier Holder, if any, pursuant to Section 2.3.6 prior to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder the Shares subject to a Notice of Exercise by the first Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Shares subject to such exercise (i) two (2) Trading Days and (ii) based on the number of Trading Days comprising the Standard Settlement Period following delivery VWAP of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Purchase Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect Shares on the date of delivery of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after the first Trading Day following such Warrant Share Delivery Date until such Shares are delivered or Holder rescinds such exercise.

Delivery of Shares Upon Exercise. The Company shall cause the Shares purchased hereunder to be transmitted by Securities Transfer Corporation ClearTrust LLC (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Shares to or resale of the Shares by the Holder or (B) the Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Purchase Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Shares with respect to which this Purchase Warrant has been exercised, irrespective of the date of delivery of the Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Purchase Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

Delivery of Shares Upon Exercise. The Company shall cause the Shares purchased hereunder to be transmitted by Securities the Transfer Corporation (the “Transfer Agent”) Agent to the Holder Warrantholder by crediting the account of the HolderWarrantholder’s or its designee’s balance account prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Shares to or resale of the Shares by the Holder Warrantholder or (B) the Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming this Warrant is being exercised via cashless exercise of the Purchase Warrants)exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder Warrantholder in the Notice of Exercise by the date that is the earliest of one (i) two (21) Trading Days Day after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that the Company shall not be obligated to deliver the Shares until the Company has received the aggregate Exercise Price. Upon delivery of the Notice of Exercise, the Holder The Shares shall be deemed for all corporate purposes to have been issued, and Warrantholder or any other person so designated to be named therein shall be deemed to have become the a holder of record of such shares for all purposes, as of the Shares with respect to which this Purchase date the Warrant has been exercised, irrespective with payment to the Company of the date of delivery of the Shares, provided that payment of the aggregate Exercise Price (other than in the case of a or by cashless exercise, if permitted) is received within and all taxes required to be paid by the earlier of (i) two (2) Trading Days and (ii) Warrantholder, if any, having been paid. If the number of Trading Days comprising Company fails for any reason to deliver to the Standard Settlement Period following delivery of Warrantholder the Shares subject to a Notice of Exercise. The Exercise by the Warrant Share Delivery Date, the Company agrees shall pay to maintain the Warrantholder, in cash, as liquidated damages and not as a transfer agent that is a participant in the FAST program so long as this Purchase Warrant remains outstanding and exercisable. As used hereinpenalty, “Standard Settlement Period” means the standard settlement period, expressed in a number for each $1,000 of Trading Days, Shares subject to such exercise (based on the Company’s primary Trading Market with respect to VWAP of the Common Stock as in effect on the date of delivery of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second (2nd) Trading Day following such Warrant Share Delivery Date until such Shares are delivered or Warrantholder rescinds such exercise.

Delivery of Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to shall be transmitted by Securities Transfer Corporation (the “Transfer Agent”) to the Holder (A) by the Transfer Agent by crediting the account of the Holder’s or its designee’s balance account prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (Ai) there is an effective registration statement permitting Registration Statement covering the issuance of the Shares to or resale of the Warrant Shares by the Holder, or (ii) this Warrant is being exercised via cashless exercise and Rule 144 under the Securities Act is available for resales of the Warrant Shares by the Holder or (B) the Shares are eligible for resale by the Holder without any volume or manner-of-sale limitations pursuant to restrictions or current public information requirements under Rule 144 144, or (assuming cashless exercise of the Purchase Warrants)B) otherwise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company later of the Notice of Exercise, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercisex) is received by the Company by such date, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after the delivery to the Company of the Notice of Exercise and (y) payment of the aggregate Exercise Price as set forth above (unless by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder The Warrant Shares shall be deemed for all corporate purposes to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become the a holder of record of such shares for all purposes, as of the Shares with respect to which this Purchase date the Warrant has been exercised, irrespective with payment to the Company of the date Exercise Price (unless by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the SharesWarrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, provided that payment the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $5 per Trading Day (increasing to $10 per Trading Day after the fifth Trading Day) after the Warrant Share Delivery Date for each $1,000 of the aggregate value of the Warrant Shares for which this Warrant is exercised (based on the Exercise Price (and including, if applicable, after giving effect to any cashless exercise of the Warrant) which are not timely delivered. The Company shall pay any payment incurred under this Section 2(d)(i) in immediately available funds reasonably promptly following demand by the Holder. Furthermore, in addition to any other than remedies which may be available to the Holder, in the case of a cashless exercise) is received within event that the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following Company fails for any reason to effect delivery of the Notice Warrant Shares by the Warrant Share Delivery Date, the Holder may, at any time prior to issuance of Exercise. The Company agrees such Warrant Shares, revoke all or part of the relevant Warrant exercise by delivery of a notice to maintain a transfer agent that is a participant in the FAST program so long as this Purchase Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on such effect to the Company’s primary Trading Market with respect , whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the Common Stock as in effect on exercise of the relevant portion of this Warrant except that the liquidated damages described above shall be payable through the date the notice of delivery of revocation or rescission is given to the Notice of ExerciseCompany or the date the Warrant Shares are delivered to the Holder, whichever date is earlier.

Delivery of Shares Upon Exercise. The Company shall cause the Shares purchased hereunder to be transmitted by Securities the Transfer Corporation (the “Transfer Agent”) Agent to the Holder Warranholder by crediting the account of the Holder’s or its designee’s balance account Warranholder's prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“"DWAC”") if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Shares to or resale of the Shares by the Holder Warranholder or (B) the Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming this Warrant is being exercised via cashless exercise of the Purchase Warrants)exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder Warranholder in the Notice of Exercise by the date that is the earliest of one (i) two (21) Trading Days Day after the delivery to the Company of the Notice of Exercise, (such date, the "Warrant Share Delivery Date"), provided that payment of the Company shall not be obligated to deliver the Shares until the Company has received the aggregate Exercise Price (Price. The Shares shall be deemed to have been issued, and Warranholder or any other than in the instance person so designated to be named therein shall be deemed to have become a holder of a cashless exercise) is received by the Company by record of such dateshares for all purposes, (ii) one (1) Trading Day after delivery as of the aggregate Exercise Price to date the Company and (iii) the number of Trading Days comprising the Standard Settlement Period (as defined below) after the delivery Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Warranholder, if any, pursuant to Section 1(d)(vii) prior to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Warranholder the Shares subject to a Notice of Exercise (such date, by the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder Company shall be deemed pay to the Warranholder, in cash, as liquidated damages and not as a penalty, for all corporate purposes each $1,000 of Shares subject to have become the holder of record of the Shares with respect to which this Purchase Warrant has been exercised, irrespective of the date of delivery of the Shares, provided that payment of the aggregate Exercise Price such exercise (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Purchase Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, based on the Company’s primary Trading Market with respect to VWAP of the Common Stock as in effect on the date of delivery of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second (2nd) Trading Day following such Warrant Share Delivery Date until such Shares are delivered or Warranholder rescinds such exercise.