Common use of Delivery of Stock Certificates, etc. on Exercise Clause in Contracts

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holder. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four (4) business days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise and (ii) in case such exercise is in part only, a new Warrant or Warrants as set forth in Section 1.3.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment shall have been made for such shares as aforesaidin accordance herewith. Notwithstanding the foregoing, the Holder may, upon written notice Each date on which an Exercise Notice is delivered or telecopied to the Company concurrently in accordance with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise provisions hereof shall not be deemed to be effective unless and until an Exercise Date (the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior “Exercise Date”). Pursuant to the consummation terms of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holder. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four (4) business days thereaftereach Exercise Notice, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered issue instructions to the Holder hereof, or as such Holder transfer agent within one (upon payment by such Holder 1) business day of any applicable the date of the delivery to the Company of an Exercise Notice and shall cause the transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or agent to transmit the certificates for representing the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities“Warrant Shares”) purchased and issuable upon such exercise to which the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days after receipt by the Company of the Exercise Notice. In the case of the exercise of this Warrant such exercise shall be deemed to have been exercised and the Warrant Shares shall be deemed to have been issued upon the date of receipt by the Company of the Exercise Notice. The Holder shall be entitled on such exercise, plus, in lieu treated for all purposes as the record holder of any fractional share to which such Holder would otherwise be entitled, one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise and (ii) in case such exercise is in part only, a new the Warrant or Warrants as set forth in Section 1.3Shares.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close date of business on issuance of the date on which shares of Common Stock issued pursuant to the Triggering Conversion Notice, provided that the holder of this Warrant shall have been surrendered and made payment made for such the shares as aforesaid. Notwithstanding the foregoing, the Holder may, purchased upon written notice delivered to the Company concurrently with the surrender exercise of this Warrant for exercise as provided in Section 1within 5 business days of receipt of the relevant Triggering Conversion Notice. If payment is not received within such five business day period, elect that the exercise date of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise issuance shall not be deemed to be effective unless and until the consummation date of receipt of payment for such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holdershares. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four (4) business 10 days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder holder hereof, or as such Holder holder (upon payment by such Holder holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder holder would otherwise be entitled, cash equal to such fraction multiplied by the Fair Market Value of one full share on the business day immediately preceding the date of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise and (ii) in case such exercise is in part only, a new Warrant or Warrants as set forth in Section 1.3issuance.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holder. As soon as practicable after the exercise of this Warrant the Warrants in full or in part, and in any event within four (4) business 30 days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereofholder thereof, or as such Holder holder (upon payment by such Holder holder of any applicable transfer taxes) may direct in compliance with applicable securities lawsdirect, (i) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Warrant Stock (or Other Securities) to which such Holder holder shall be entitled on upon such exercise, plus, in lieu of any fractional share to which such Holder holder would otherwise be entitled, cash equal to such fraction multiplied by the Current Market Value on the date of exercise of one full share of Common Stock, such Warrant Stock (or Other Securities) together with any other stock or other securities Other Securities and property (including cash, where applicable) to which such Holder holder is entitled upon such exercise pursuant to Section 1 6 of this Agreement or otherwise otherwise. For purposes of the foregoing computation (and as elsewhere herein provided), the term "Current Market Value" means on the date of determination (a) in the case of any security traded on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended), or the National Market System of The Nasdaq Stock Market, the closing price thereof on such date or, if none, then on the next preceding business day on which sales occurred, (b) in the case of any security traded over the counter, the last sales price on such date if reported by the National Association of Securities Dealers Automated Quotation System (or other similar service, including, without limitation, the National Quotation Bureau, Inc.) or, if none, then on the next preceding day on which sales prices, including, without limitation, on the National Quotation Bureau, Inc. were reported, and (iic) in the case such exercise is of any other property (including the securities referred to in part onlyclause (b) above, a new Warrant or Warrants if no sales prices have been reported as set forth therein specified), the value determined, in Section 1.3accordance with generally accepted accounting principles, by independent public accountants of national standing.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith so long as aforesaid. Notwithstanding such surrender and payment has been made no later than 12:00 noon (New York time) on such business day and if received after 12:00 noon (New York time) on a business day the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender shares of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise Common Stock shall not be deemed to be effective unless and until issued on the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holdernext business day. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four five (45) business days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereofHolder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stockshare, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise and (ii) in case such exercise is in part only, a new Warrant or Warrants as set forth in Section 1.3otherwise.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holderaccordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four three (43) business days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereofHolder, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable non-assessable shares of Common Stock (or Other Securities) to which such the Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such the Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stockshare, together with any other stock or other securities and property (including cash, where applicable) to which such the Holder is entitled upon such exercise pursuant to Section 1 or otherwise otherwise. “Other Securities” means any stock (other than Common Stock) and other securities of the Company or any other person (iicorporate or otherwise) which the Holder at any time shall be entitled to receive, or shall have received, on the exercise of this Warrant, in case such exercise is lieu of or in part onlyaddition to Common Stock, a new Warrant or Warrants as set forth which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 1.38 or otherwise.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holder. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four (4) business days three Trading Days thereafter, upon the terms and subject to the conditions of this Warrant, the Company at its sole expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued in the name of and delivered to the Holder hereofHolder, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct in compliance with applicable securities lawsdirect, (i) a certificate or certificates for the number of duly authorized, validly issued, fully fully-paid and nonassessable shares of Common Stock (or Other Securities) to which such the Holder shall be entitled on such exercise, in such denominations as may be requested by the Holder, plus, in lieu of any fractional share to which such the Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Current Fair Market Value of one full share of Common Stockshare, together with any other stock or other securities and Other Securities or any property (including cash, where applicable) to which such the Holder is entitled upon such exercise pursuant to Section 1 or otherwise otherwise. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant or payment of cash to any Person other than the Holder, and (ii) in case of such transfer or payment the Company shall not be required to deliver any certificate for shares of Common Stock (or Other Securities) upon such exercise or pay any cash until such tax or charge has been paid or it has been established to the Company’s reasonable satisfaction that no such tax or charge is in part only, a new Warrant or Warrants as set forth in Section 1.3due.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock Shares purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares Shares as of the close of business on the date on which this Warrant shall have been surrendered duly exercised (the “Date of Exercise”) in accordance with the terms herein and surrendered, and, if such Holder is not using the Net Exercise provisions set forth in Section 1.3 to purchase all of the Shares, payment of the Purchase Price made for such shares as aforesaid. Notwithstanding the foregoing, by the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise such Shares as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holderaforesaid. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four (4) business days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable shares of Common Stock Shares (or Other Securities) to which such Holder shall be entitled on such exercise, plus, . No fractional Shares shall be issued and in lieu of any fractional share to which such Holder would otherwise be entitled, the Company shall pay to Holder cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise and (ii) in case such exercise is in part only, a new Warrant or Warrants as set forth in Section 1.3otherwise.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Registered Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holder. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four five (45) business days thereafterthereafter (“Delivery Date”), the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Registered Holder hereof, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Registered Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Registered Holder is entitled upon such exercise pursuant to Section 1 or otherwise otherwise; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and (ii) delivery of any such certificate upon exercise in case such a name other than that of the Registered Holder. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance and exercise is in part onlyof this warrant, a new Warrant or Warrants as set forth in Section 1.3any ad valorem property or intangible tax assessed against the Registered Holder.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holder. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four (4) business days five Trading Days thereafter, upon the terms and subject to the conditions of this Warrant, the Company at its sole expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued in the name of and delivered to the Holder hereofHolder, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct in compliance with applicable securities lawsdirect, (i) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such the Holder shall be entitled on such exercise, in such denominations as may be requested by the Holder, which certificate or certificates shall be free of restrictive and trading legends (except to the extent permitted under Section 6.12 of the Exchange Agreement), plus, in lieu of any fractional share to which such the Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Current Fair Market Value of one full share of Common Stock, together with any other stock or other securities and Other Securities or any property (including cash, where applicable) to which such the Holder is entitled upon such exercise pursuant to Section 1 2 or otherwise and otherwise. In lieu of delivering physical certificates for the shares of Common Stock or (iiOther Securities) issuable upon any exercise of this Warrant, provided the Company's transfer agent is participating in case the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Holder, the Company shall use commercially reasonable efforts to cause its transfer agent electronically to transmit such exercise is in part onlyshares of Common Stock (or Other Securities) issuable upon conversion to the Holder (or its designee), a new Warrant by crediting the account of the Holder's (or Warrants such designee's) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as set forth in Section 1.3.for stock

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holder. As soon as practicable after the exercise of this Warrant the Warrants in full or in part, and in any event within four (4) business 30 days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereofholder thereof, or as such Holder holder (upon payment by such Holder holder of any applicable transfer taxes) may direct in compliance with applicable securities lawsdirect, (i) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Warrant Stock (or Other Securities) to which such Holder holder shall be entitled on upon such exercise, plus, in lieu of any fractional share to which such Holder holder would otherwise be entitled, cash equal to such fraction multiplied by the Current Market Value on the date of exercise of one full share of Common Stock, such Warrant Stock (or Other Securities) together with any other stock or other securities Other Securities and property (including cash, where applicable) to which such Holder holder is entitled upon such exercise pursuant to Section 1 6 of this Agreement or otherwise otherwise. For purposes of the foregoing computation (and as elsewhere herein provided), the term “Current Market Value” means on the date of determination (a) in the case of any security traded on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended), or the National Market System of The Nasdaq Stock Market, the closing price thereof on such date or, if none, then on the next preceding business day on which sales occurred, (b) in the case of any security traded over the counter, the last sales price on such date if reported by the National Association of Securities Dealers Automated Quotation System (or other similar service, including, without limitation, the National Quotation Bureau, Inc.) or, if none, then on the next preceding day on which sales prices, including, without limitation, on the National Quotation Bureau, Inc. were reported, and (iic) in the case such exercise is of any other property (including the securities referred to in part onlyclause (b) above, a new Warrant or Warrants if no sales prices have been reported as set forth therein specified), the value determined, in Section 1.3accordance with generally accepted accounting principles, by independent public accountants of national standing.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon Any exercise of this Warrant Warrants pursuant to Section 5 shall be deemed to be issued have been effected immediately prior to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been surrendered and payment made for received by the Company. At such shares as aforesaid. Notwithstanding the foregoingtime, the Holder may, person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until have become the consummation holder or holders of such transaction or event occurs and (b) such exercise may be revoked by record of the Holder at any time prior to the consummation shares of such transaction or event. If such transaction or event is not consummated or is Common Stock so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holderpurchased. As soon as practicable after the exercise of this any Warrant in full or in part, and in any event within four (4) business ten days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of of, and delivered to to, the Holder hereofpurchasing Warrantholder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of the Underlying Common Stock (or Other Securities) to which such Holder Warrantholder shall be entitled on upon such exercise, plus, plus cash in lieu of any fractional share to which such Holder Warrantholder would otherwise be entitled, one full share of Common Stockentitled in an amount determined pursuant to Section 8(h), together with any other stock or other securities and property (including cash, where applicable) to which such Holder holder is entitled upon such exercise pursuant to Section 1 7 below or otherwise and (ii) in case such exercise is in part only, a new Warrant or Warrants as set forth in Section 1.3otherwise.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holderaccordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four three (43) business days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereofHolder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stockshare, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise and otherwise. Exercise. Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in case accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in part onlylieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a new number of shares of Common Stock computed using the following formula: X= Y(A-B) Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or Warrants or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation) Notwithstanding anything to the contrary set forth in Section 1.32.2(a) above, to the extent that a registration statement registering all the shares of Common Stock of the Company issuable upon exercise of this Warrant has been declared effective by the Securities and Exchange Commission and remains effective as of the date of the proposed exercise set forth in an Exercise Notice, the Holder shall upon such proposed exercise, make payment to the Company of each respective Exercise Price set forth in such Exercise Notice in cash by wire transfer of immediately available funds or by certified or official bank check only.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock Shares purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding Within two (2) Business Days thereafter (the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holder. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four (4) business days thereafter“Deadline”), the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable shares of non-assessable Common Stock Shares (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the closing market price of the Common Stock on the exercise date of one full share of Common StockShare, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise. If the Holder shall have given exercised all or any portion of this Warrant in accordance with its terms, the Company’s obligation to issue and deliver the certificates for Common Shares shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and irrespective of any other circumstance which might otherwise and (ii) limit such obligation of the Company to the Holder in case connection with such exercise is in part only, a new Warrant or Warrants as set forth in Section 1.3conversion.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holder. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four ten (410) business days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder holder hereof, or as such Holder holder (upon payment by such Holder holder of any applicable transfer taxes) may direct in compliance with applicable securities lawsdirect, (i) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder holder would otherwise be entitled, cash equal to such fraction multiplied by the then current market value of one full share of Common Stockshare, together with any other stock or other securities and property (including cash, where applicable) to which such Holder holder is entitled upon such exercise pursuant to Section 1 or otherwise otherwise. Adjustment for Dividends in Other Stock, Property, etc.; Reclassification, etc. In case at any time or from time to time, the holders of Common Stock (or Other Securities) in their capacity as such shall have received, or (on or after the record date fixed for the determination of shareholders eligible to receive) shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) by way of dividend, or any cash (excluding cash dividends payable solely out of earnings or earned surplus of the Company), or other or additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, recapitalization, combination of shares or similar corporate rearrangement, other than additional shares of Common Stock (or Other Securities) issued as a stock dividend or in a stock-split (adjustments in respect of which are provided for in Section 5), then and in each such case the holder of this Warrant, on the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock and other securities and property (including cash in the cases referred to in subdivisions (b) and (iic) in case of this Section 3) which such holder would hold on the date of such exercise is if on the date hereof he had been the holder of record of the number of shares of Common Stock called for on the face of this Warrant and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and all such other or additional stock and other securities and property (including cash in part onlythe cases referred to in subdivisions (b) and (c) of this Section 3) receivable by him as aforesaid during such period, a new Warrant or Warrants as set forth in Section 1.3giving effect to all adjustments called for during such period by Sections 4 and 5. Adjustment for Reorganization, Consolidation, Merger, etc.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holder. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four (4) business days five Trading Days thereafter, upon the terms and subject to the conditions of this Warrant, the Company at its sole expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued in the name of and delivered to the Holder hereofHolder, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct in compliance with applicable securities lawsdirect, (i) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such the Holder shall be entitled on such exercise, in such denominations as may be requested by the Holder, which certificate or certificates shall be free of restrictive and trading legends (except to the extent permitted under Section 6.12 of the Exchange Agreement), plus, in lieu of any fractional share to which such the Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Current Fair Market Value of one full share of Common Stock, together with any other stock or other securities and Other Securities or any property (including cash, where applicable) to which such the Holder is entitled upon such exercise pursuant to Section 1 2 or otherwise and otherwise. In lieu of delivering physical certificates for the shares of Common Stock or (iiOther Securities) issuable upon any exercise of this Warrant, provided the Company's transfer agent is participating in case the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Holder, the Company shall use commercially reasonable efforts to cause its transfer agent electronically to transmit such exercise is in part only, a new Warrant shares of Common Stock (or Warrants as set forth in Section 1.3.Other Securities) issuable upon

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock Warrant Shares purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment shall have been made for such shares as aforesaid. Notwithstanding the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise shall not be deemed to be effective unless and until the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holderaccordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four three (43) business days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereofHolder, or as such Holder holder (upon payment by such Holder holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable Warrant Shares. Notwithstanding anything to the contrary set forth herein or in any other agreement, in connection with any exercise by the Holder under this Warrant, the Holder may deliver to the transfer agent of the Common Stock shares of Common Stock (or Other Securities) common stock of Biovest issued in the name of the Company and pledged by the Company to which such the Holder as collateral in exchange for Warrant Shares, and the transfer agent shall be entitled on permitted to issue to Holder such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise and (ii) in case such exercise is in part only, a new Warrant or Warrants as Shares set forth in Section 1.3the exercise notice without requiring further approval from the Company or Biovest. Any shares not so exchanged for Warrant Shares shall be returned to Holder to retain as collateral (together with a new duly executed undated stock power executed in blank).

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment shall have been made for such shares in accordance herewith so long as aforesaid. Notwithstanding such surrender and payment has been made no later than 12:00 noon (New York time) on such business day and if received after 12:01 noon (New York time) on a business day the foregoing, the Holder may, upon written notice delivered to the Company concurrently with the surrender shares of this Warrant for exercise as provided in Section 1, elect that the exercise of all or any portion of this Warrant be conditioned upon the consummation of any transaction or event, in which case (a) such exercise Common Stock shall not be deemed to be effective unless and until issued on the consummation of such transaction or event occurs and (b) such exercise may be revoked by the Holder at any time prior to the consummation of such transaction or event. If such transaction or event is not consummated or is so revoked, the Company shall promptly return the surrendered Warrant to such Holder, unless otherwise instructed by such Holdernext business day. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four three (43) business days thereafter, the Company at its sole expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereofHolder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, (i) a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stockshare, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise and (ii) in case such exercise is in part only, a new Warrant or Warrants as set forth in Section 1.3otherwise.