Common use of Delivery of Stock Certificates Clause in Contracts

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Notice.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates of the Warrant Shares (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Warrant Shares at the close of business on the date of the Subscription Notice. The term Trading Day means (x) if the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange, a day on which there is trading on such stock exchange, (y) if the Common Stock is not listed on either of such stock exchanges but sale prices of the Common Stock are reported on an automated quotation system, a day on which trading is reported on the principal automated quotation system on which sales of the Common Stock are reported, or (z) if the foregoing provisions are inapplicable, a day on which quotations are reported by National Quotation Bureau Incorporated. (b) This Warrant may not be exercised as to fractional shares of Common Stock. In the event that the exercise of this Warrant, in full or in part, would result in the issuance of any fractional share of Common Stock, then in such event the Warrant Holder shall be entitled to cash equal to the fair market value of such fractional share. For purposes of this Warrant, "FAIR MARKET VALUE" shall equal the closing trading price of the Common Stock on the Approved Market which is the principal trading exchange or market for the Common Stock (the "PRINCIPAL MARKET") on the date of determination or, if the Common Stock is not listed or admitted to trading on any Approved Market, the average of the closing bid and asked prices on the over-the-counter market as furnished by any New York Stock Exchange member firm reasonably selected from time to time by the Company for that purpose and reasonably acceptable to the Warrant Holder, or, if the Common Stock is not listed or admitted to trading on any Approved Market or traded over-the-counter and the average price cannot be determined as contemplated above, the fair market value of the Common Stock shall be as reasonably determined in good faith by the Company's Board of Directors with the concurrence of the Warrant Holder.

Delivery of Stock Certificates. (a) Subject to Upon receipt by the terms and conditions Company of this Warranta Subscription Agreement, as soon as practicable after the exercise surrender of this Warrant (if, but only if, this Warrant is being exercised in full or full) and payment of the Aggregate Warrant Price (in partaccordance with Section 3.1 hereof), the Company shall, as promptly as practicable, and in any event within three two (32) Trading Business Days thereafter, deliver (or cause to be delivered) to the Company shall transmit the certificates (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise such exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Warrant Holder, Holder by crediting the account of Warrant the Holder's prime broker ’s or its designee’s balance account with DTC The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system ("“DWAC"”) system. The time periods if the Company is then a participant in such system 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) the Warrant Shares are eligible for delivery described above shall apply to resale by the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange Holder without volume or manner-of-sale limitations pursuant to Section 3 Rule 144 (assuming exercise of the Warrants pursuant to 3.2(b)), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder. This Warrant shall be deemed to have been made immediately prior exercised (in whole or in part, as the case may be) and such Warrant Shares shall be deemed to have been issued, and the close Holder or any other Person so designated to be named therein shall be deemed to have become a holder of business on the date record of such Warrant Shares for all purposes, as of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription NoticeExercise Date.

Delivery of Stock Certificates. (a) Subject to Upon receipt by the terms and conditions Company of this Warrantan Exercise Notice, as soon as practicable after the exercise surrender of this Warrant and, if applicable, payment of the Aggregate Exercise Price (in full or in partaccordance with Section 3(b) hereof), the Company shall, as promptly as practicable, and in any event no later than four (4) Trading Days thereafter, at the election of the Company as set forth in the Exercise Notice, either (i) cause the Company’s transfer agent to credit the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to a balance account with The Depository Trust Company, if such Warrant Shares are not subject to any securities legends and restrictions at such time, and otherwise to a balance account with the Company’s transfer agent, subject to any securities legends and restrictions then applicable, in the name of the Holder or, at the Holder’s instruction set forth in the Exercise Notice, the Holder’s agent or designee (subject to compliance with Section 5 below) or (ii) issue and deliver to the Holder or, at the Holder’s instruction set forth in the Exercise Notice, the Holder’s agent or designee (subject to compliance with Section 5 below) a certificate or certificates (at the Holder’s instruction set forth in the Exercise Notice), sent by reputable overnight courier to the address as specified in the Exercise Notice and registered in the Company’s share register in the name of the Holder or its agent or designee (as indicated in the Exercise Notice), representing the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Subject to Section 3(g), this Warrant shall be deemed to have been exercised and the applicable Warrant Shares shall be deemed to have been issued, and the Holder (or its agent or designee as indicated in the Exercise Notice) shall be deemed to have become the holder of record of such Warrant Shares for all purposes, as of the Exercise Date, regardless of the date on which such Warrant Shares are actually credited to the Holder’s (or its agent’s or designee’s) balance account or the date on which the certificate or certificates evidencing the Warrant Shares are actually delivered. The Company’s obligations to issue and deliver the Warrant Shares on the terms and subject to the conditions set forth in this Warrant are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same or any setoff, counterclaim, recoupment, limitation or termination. In addition to any other rights available to the Holder, if the Company fails to credit (or cause to be credited) the Holder’s (or its agent’s or designee’s) balance account for the Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant within three (3) Trading Days thereafter, following the Company shall transmit Exercise Date or to issue to the Holder (or its agent or designee) a certificate or certificates (together with any other stock or other securities or property representing the number of Warrant Shares to which Warrant the Holder is entitled upon exercise) by messenger or overnight delivery service the Holder’s exercise of this Warrant and to reach register such Warrant Shares on the address designated by such holder Company’s share register within three (3) Trading Days following the Exercise Date, as applicable, and if on or after such Trading Day the receipt Holder or its broker purchases (in an open-market transaction or otherwise) shares of the Subscription Notice ("T+3"). If such certificates are not received Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon the exercise of this Warrant that the Holder within T+3anticipated timely receiving from the Company (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within two (2) Business Days of Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares that the Company was required to deliver to the Holder will in connection with the exercise at issue multiplied by (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be entitled deemed rescinded) or deliver to revoke and withdraw the Holder (in accordance with the foregoing provisions of this Section 3(c)) the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of its Warrant at any time prior $11,000 to its receipt of those certificates. cover a Buy-In lieu of delivering physical certificates representing the Warrant Shares deliverable upon with respect to an attempted exercise of Warrantsshares of Common Stock, provided with an aggregate sale price giving rise to such purchase obligation of $10,000, then, pursuant to clause (A) of the Company's transfer agent is participating immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") programBuy-In and, upon request of the Warrant HolderCompany, evidence of the Company amount of such loss. Nothing herein shall use its best efforts limit a Xxxxxx’s right to cause its transfer agent pursue any other remedies available to electronically transmit it hereunder, at law or in equity including, without limitation, a decree of specific performance or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant Shares issuable upon exercise as required pursuant to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Noticeterms hereof.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three two (32) Trading Days business days thereafter, the Company at its expense (including, without limitation, the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Warrant Holder, or as the Warrant Holder (upon payment by the Warrant Holder of any applicable transfer taxes) may lawfully direct, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which the Warrant Holder shall transmit the certificates (be entitled on such exercise, together with any other stock or other securities or property (including cash, where applicable) to which the Warrant Holder is entitled upon such exercise. (b) by messenger This Warrant may not be exercised as to fractional shares of Common Stock. In the event that the exercise of this Warrant, in full or overnight delivery service in part, would result in the issuance of any fractional share of Common Stock, then the number of Warrant Shares for which this Warrant shall have been exercised shall be rounded up or down to reach the address designated by such holder within three nearest whole number of Warrant Shares. (3c) Trading Days after Upon the receipt exercise of this Warrant in full, or its exchange pursuant to clause (ii) of paragraph (d) of Section 5 below, or the Subscription Notice ("T+3"). If such certificates are not received by issuance of any replacement Warrant pursuant to Section 9 hereof, this Warrant and rights of the Warrant Holder within T+3, then relating to its exercise and the right of the Warrant Holder will be entitled to revoke and withdraw its exercise receive any additional shares of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating Common Stock under the terms of this Warrant shall terminate. (d) Notwithstanding anything in this Section 3 to the contrary, in the Depository Trust event a Warrant Holder instructs the Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request in writing at the time of exercise of this Warrant Holder not to issue all or any portion of the Warrant Holdershares of Common Stock to which such holder is entitled upon exercise hereof or the Company determines that it is prohibited from issuing all or any portion of such shares of Common Stock, in any such case, due to the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Company shall use its best efforts promptly deliver certificates representing such portion of the shares of Common Stock that may be issued without compliance with the HSR Act and shall refrain from issuing any additional shares of Common Stock issuable to cause its transfer agent such Warrant Holder with respect to electronically transmit such exercise until permitted to do so under the HSR Act. In the event any portion of this Warrant is not exercised as a result of this paragraph, the date of exercise of this Warrant shall remain unchanged and the Warrant Shares Holder shall be treated as a holder of the Common Stock issuable upon such exercise as of such exercise date for all purposes (including, without limitation, for purposes of participating in any stock splits, distributions, reorganizations or reclassifications having a record date for determining Common Stockholders entitled to the participate therein as of or after such exercise date); provided, however, that no such Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 Holder shall be deemed entitled to vote any shares of Common Stock that have not been made immediately so issued prior to the close of business on the date of the Subscription Notice. The person meeting or persons entitled the consent at which the vote of holders of Common Stock is counted and provided, further, that no distributions so payable with respect to receive the Warrant Shares issuable upon any such exercise shares of Common Stock shall be treated for all purposes as paid until the record holder or holders of such Common Shares at the close of business on the date issuance of the Subscription NoticeCommon Stock to which such distribution relates.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. For purposes of calculating the lowest trading prices in a particular period or conducting a "lookback" only (and not, inter alia, for purposes of calculating the number of days available to the Company for making deliveries or issuances to the Warrant Holders), a day shall not be considered a Trading Day if (i) trading of the Common Stock was suspended during the entire day or (ii) no reported trades occurred on such day. In lieu of delivering physical certificates representing the Warrant Shares deliverable Common Stock issuable upon exercise of Warrantsexercise, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares Common Stock issuable upon exercise to the Warrant Holder, Holder by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above in the immediately preceding paragraph shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Noticedescribed herein.

Delivery of Stock Certificates. The Company will retain custody of any stock certificates representing the Restricted Shares until such Restricted Shares have vested. Within a reasonable time after the vesting of any portion of the Restricted Shares, the Awardee may request, and the Company shall cause to be delivered to the Awardee, his or her legal representative or his or her beneficiary, a stock certificate for the vested portion of the Restricted Shares, or a Notice of Issuance if the Company generally issues uncertificated securities (subject to the provisions of Section 4(b) below). (a) Subject to If the terms and conditions Company issues stock certificates, each stock certificate must bear the following legend: “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND OF A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND GEVO, INC., WHEREBY THE TRANSFER IN ANY MANNER OF SUCH SHARES OF STOCK OR ANY INTEREST THEREIN IS RESTRICTED AND THE SHARES OF STOCK ARE SUBJECT TO FORFEITURE. COPIES OF SUCH AGREEMENT ARE ON FILE IN THE OFFICES OF THE SECRETARY, GEVO, INC.” (b) If the Company utilizes uncertificated securities, the transaction statement that reflects issuance of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereaftershares will bear a substantially equivalent notice. Upon vesting, the Company shall transmit the reissue certificates (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by free of such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3")legend. If Certificates representing Restricted Shares may contain such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke further legends and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, restrictions as the Company shall use its best efforts to cause its deem reasonably necessary or desirable, including, without limitation, legends restricting transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker until there has been compliance with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Noticefederal and state securities laws.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts Best Efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Notice.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, Warrants provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts Best Efforts (as defined in the Articles of Amendment) to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Notice.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates of the Warrant Shares (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Warrant Shares at the close of business on the date of the Subscription Notice.

Delivery of Stock Certificates. (a) Subject to Upon receipt by the terms and conditions Company of this Warrantan Exercise Notice, as soon as practicable after the exercise surrender of this Warrant and, if applicable, payment of the Aggregate Exercise Price (in full or in partaccordance with Section 3(b) hereof), the Company shall, as promptly as practicable, and in any event no later than four (4) Trading Days thereafter, at the election of the Company as set forth in the Exercise Notice, either (i) cause the Company’s transfer agent to credit the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to a balance account with The Depository Trust Company, if such Warrant Shares are not subject to any securities legends and restrictions at such time, and otherwise to a balance account with the Company’s transfer agent, subject to any securities legends and restrictions then applicable, in the name of the Holder or, at the Holder’s instruction set forth in the Exercise Notice, the Holder’s agent or designee (subject to compliance with Section 6 below) or (ii) issue and deliver to the Holder or, at the Holder’s instruction set forth in the Exercise Notice, the Holder’s agent or designee (subject to compliance with Section 6 below) a certificate or certificates (at the Holder’s instruction set forth in the Exercise Notice), sent by reputable overnight courier to the address as specified in the Exercise Notice and registered in the Company’s share register in the name of the Holder or its agent or designee (as indicated in the Exercise Notice), representing the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Subject to Section 3(g), this Warrant shall be deemed to have been exercised and the applicable Warrant Shares shall be deemed to have been issued, and the Holder (or its agent or designee as indicated in the Exercise Notice) shall be deemed to have become the holder of record of such Warrant Shares for all purposes, as of the Exercise Date, regardless of the date on which such Warrant Shares are actually credited to the Holder’s (or its agent’s or designee’s) balance account or the date on which the certificate or certificates evidencing the Warrant Shares are actually delivered. The Company’s obligations to issue and deliver the Warrant Shares on the terms and subject to the conditions set forth in this Warrant are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same or any setoff, counterclaim, recoupment, limitation or termination. In addition to any other rights available to the Holder, if the Company fails to credit (or cause to be credited) the Holder’s (or its agent’s or designee’s) balance account for the Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant within three (3) Trading Days thereafter, following the Company shall transmit Exercise Date or to issue to the Holder (or its agent or designee) a certificate or certificates (together with any other stock or other securities or property representing the number of Warrant Shares to which Warrant the Holder is entitled upon exercise) by messenger or overnight delivery service the Holder’s exercise of this Warrant and to reach register such Warrant Shares on the address designated by such holder Company’s share register within three (3) Trading Days following the Exercise Date, as applicable, and if on or after such Trading Day the receipt Holder or its broker purchases (in an open-market transaction or otherwise) shares of the Subscription Notice ("T+3"). If such certificates are not received Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon the exercise of this Warrant that the Holder within T+3anticipated timely receiving from the Company (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within two (2) Business Days of Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares that the Company was required to deliver to the Holder will in connection with the exercise at issue multiplied by (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be entitled deemed rescinded) or deliver to revoke and withdraw the Holder (in accordance with the foregoing provisions of this Section 3(c)) the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of its Warrant at any time prior $11,000 to its receipt of those certificates. cover a Buy-In lieu of delivering physical certificates representing the Warrant Shares deliverable upon with respect to an attempted exercise of Warrantsshares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, provided then, pursuant to clause (A) of the Company's transfer agent is participating immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") programBuy-In and, upon request of the Warrant HolderCompany, evidence of the Company amount of such loss. Nothing herein shall use its best efforts limit a Xxxxxx’s right to cause its transfer agent pursue any other remedies available to electronically transmit it hereunder, at law or in equity including, without limitation, a decree of specific performance or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant Shares issuable upon exercise as required pursuant to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Noticeterms hereof.

Delivery of Stock Certificates. (ai) Subject to Upon receipt by the terms and conditions Company of this Warrantthe Exercise Notice, as soon as practicable after and, if the exercise is not a cashless exercise, payment of this the Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Holder hereof shall be deemed for all purposes to be the holder of the Warrant in full Shares so purchased as of the date of such exercise, and the Company shall execute (or in partcause to be executed) and deliver (or cause to be delivered) as promptly as practicable, and in any event within three five (35) Trading Days thereafterthereafter (such fifth Trading Day, a “Delivery Date”) (i) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise,) or, (ii) subject to the provisions of the following sentence, if requested by the Holder, issue and deliver such shares to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”). Notwithstanding anything in the foregoing sentence to the contrary, the Company Issuer or its transfer agent shall transmit only be obligated to issue and deliver the certificates shares to DTC on a holder’s behalf via DWAC if (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercisea) by messenger or overnight delivery service to reach such shares may be issued without restrictive legends and (b) the address designated by such holder within three (3) Trading Days after Issuer and the receipt transfer agent are participating in DTC through the DWAC system. If all of the Subscription Notice conditions set forth in clauses ("T+3"). If such certificates a) and (b) above are not received by satisfied, the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering transfer agent shall deliver physical certificates representing the Warrant Shares deliverable to the Holder. The stock certificate or certificates (or DWAC shares) so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Notice and shall be registered in the name of the Holder or, subject to compliance with Section 5 below, such other Person's name as shall be designated in the Exercise Notice. This Warrant shall be deemed to have been exercised and such certificate or certificates of 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 Warrant Shares for all purposes, as of the Exercise Date. (ii) The Issuer understands that a delay in the delivery of the Warrant Shares upon exercise of Warrantsthis Warrant beyond the Delivery Date could result in economic loss to the Holder. As such, provided if the Company's transfer agent is participating Issuer fails for any reason to deliver to the Holder any Warrant Shares issuable upon the exercise of this Warrant via DWAC or physical certificate, as the case may be, by the relevant Delivery Date, the Issuer shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request Fair Market Value of the Warrant Common Stock on the Exercise Date), $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 such Delivery Date until such certificates are delivered. (iii) In addition to, and not in lieu of, any other rights available to the Holder, if at any time that there shall be a Trading Market for the Company shall use its best efforts Common Stock, the Issuer fails to cause its transfer agent to electronically transmit to the Holder a certificate or certificates representing the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed an exercise on or before the relevant Delivery Date, and if after such date the Holder is required by its broker to have been made immediately prior purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the close Holder of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Issuer was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be treated for all purposes as required to pay the record holder or holders of such Common Shares at Holder $1,000. The Holder shall provide the close of business on Issuer written notice indicating the date amounts payable to the Holder in respect of the Subscription NoticeBuy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as As soon as practicable after delivery of a Warrant Exercise Notice to the exercise of this Warrant in full or in partCompany, and in any event within not later than three (3) Trading Days thereafterafter any Warrant Exercise Notice is deemed delivered to the Company pursuant to Section 2.5 hereof, the Company at its expense shall transmit issue Warrant Shares via credit to the certificates (together Holder’s account with any other stock or other securities or property DTC for the number of Warrant Shares to which Warrant the Holder is entitled upon exercise) by messenger or overnight delivery service such exercise or, if the Transfer Agent is not participating in The DTC Fast Automated Securities Transfer Program and DWAC system in respect of the Common Stock, issue and surrender to reach the address designated by as specified in the Warrant Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled to upon such holder exercise. If for any reason or for no reason, the Holder does not receive the Warrant Shares in respect of any exercise of this Warrant within three (3) Trading Days after any Warrant Exercise Notice is deemed delivered to the receipt of Company pursuant to Section 2.5 hereof, for each calendar day past the Subscription third Trading Day after any Warrant Exercise Notice ("T+3"). If such certificates are not received by is deemed delivered to the Warrant Holder within T+3, then the Warrant Holder will be entitled Company pursuant to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant HolderSection 2.5 hereof, the Company shall use its best efforts also issue (not as a penalty but as partial liquidated damages) to cause its transfer agent to electronically transmit the Holder 1% of the number of Warrant Shares issuable to which the Holder is entitled upon such exercise but which were not delivered within three (3) Trading Days after any Warrant Exercise Notice is deemed delivered to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange Company pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Notice2.5 hereof.

Delivery of Stock Certificates. (a) Subject to the terms and conditions As soon as practicable after each exercise of this Warrant, as soon as practicable after the exercise of this Warrant in full whole or in part, and in any event within three (3) Trading Business Days thereafter, the Company shall transmit Company, at its 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, subject to Section 9 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct: (a) a certificate or certificates (together with any other stock or other securities or property appropriate restrictive legends, as applicable) for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock to which Warrant the Holder is shall be entitled upon exerciseexercise plus, in lieu of any fractional share to which the Holder would otherwise be entitled, all issuances of Common Stock shall be rounded up to the nearest whole share; or (b) by messenger or overnight delivery service in case exercise is in part only, a new Warrant of like tenor, dated the date hereof and stating on the face thereof for the number of shares of Common Stock equal to reach the address number of shares called for on the face of this Warrant minus the number of shares designated by such holder within three the Holder upon exercise as provided in Section 4.1 hereof (3) Trading Days after the receipt of the Subscription Notice ("T+3"without giving effect to any adjustment thereof). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust The Company ("DTC") Fast Automated Securities Transfer ("FAST") programshall, upon request of the Holder use its reasonable best efforts to deliver Warrant HolderShares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If by the third Business Day after exercise of this Warrant, the Company shall use its best efforts fails to cause its transfer agent to electronically transmit deliver the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account required number of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") systemShares, the Holder will have the right to rescind the exercise. The time periods for delivery described above shall apply If by the third Business Day after exercise, the Company fails to deliver the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately required number of Warrant Shares, and if after such third Business Day and prior to the close receipt of business on such Warrant Shares, the date Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Subscription Notice. The person or persons entitled to receive the Holder of Warrant Shares issuable which the Holder anticipated receiving upon such exercise (a “Buy In”), then the Company shall be treated (i) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for all purposes as the record holder or holders shares of such Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the exercise date and (ii) at the close of business on the date option of the Subscription NoticeHolder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy In. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates (together with any other stock or other EXECUTION VERSION securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts Best Efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Notice.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit certificates of the certificates Warrant Shares (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Warrant Shares at the close of business on the date of the Subscription Notice. (b) This Warrant may not be exercised as to fractional shares of Common Stock. In the event that the exercise of this Warrant, in full or in part, would result in the issuance of any fractional share of Common Stock, then in such event the Warrant Holder shall be entitled to cash equal to the fair market value of such fractional

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates of the Warrant Shares (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Warrant Shares at the close of business on the date of the Subscription Notice. The term Trading Day means (x) if the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange, a day on which there is trading on such stock exchange, (y) if the Common Stock is not listed on either of such stock exchanges but sale prices of the Common Stock are reported on an automated quotation system, a day on which trading is reported on the principal automated quotation system on which sales of the Common Stock are reported, or (z) if the foregoing provisions are inapplicable, a day on which quotations are reported by National Quotation Bureau Incorporated. (b) This Warrant may not be exercised as to fractional shares of Common Stock. In the event that the exercise of this Warrant, in full or in part, would result in the issuance of any fractional share of Common Stock, then in such event the Warrant Holder shall be entitled to cash equal to the fair market value of such fractional share. For purposes of this Warrant, "FAIR MARKET VALUE" shall equal the closing trading price of the Common Stock on the Approved Market which is the principal trading exchange or market for the Common Stock (the "PRINCIPAL MARKET") on the date of determination or, if the Common Stock is not listed or admitted to trading on any Approved Market, the average

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, As promptly as soon as practicable after the exercise of this Warrant in full or in partpracticable, and in any event within three the lesser of (3i) two (2) Trading Days thereafterand (ii) the number of Trading Days constituting the Standard Settlement Period (as defined below) after receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of the Aggregate Exercise Price (in accordance with Section 3(a) and Section 3(b) hereof) (the “Delivery Period”), the Company shall transmit either (x) execute (or cause to be executed) and deliver (or cause to be delivered) to the certificates (together with any other stock Holder a certificate or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable issuable upon such exercise or (y) in lieu of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request delivery of the Warrant Holder, the Company shall use its best efforts to physical stock certificates cause its transfer agent to electronically transmit the Warrant Shares Common Stock or other securities issuable upon exercise to the Warrant Holder, Holder by crediting the account of Warrant the Holder's ’s prime broker with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian ("DWAC") system, in either case together with cash in lieu of any fraction of a share, as provided in Section 3(d) hereof. The time periods for delivery described above stock certificate or certificates so delivered shall apply to be in such denomination or denominations as the electronic transmittals through exercising Holder shall reasonably request in the DWAC systemExercise Agreement and registered in the name of the Holder or such other Person’s name as shall be designated in the Exercise Agreement. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 This Warrant shall be deemed to have been made immediately prior exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the close Holder or any other Person so designated to be named therein shall be deemed to have become a holder of business record of such Warrant Shares for all purposes, as of the Exercise Date. “Standard Settlement Period” means the standard settlement period for equity trades effected by U.S. broker-dealers, expressed in a number of Trading Days, as in effect on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Noticeapplicable date.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as As soon as practicable after delivery of a Warrant Exercise Notice to the exercise of this Warrant in full or in partCompany, and in any event within not later than three (3) Trading Days thereafterafter any Warrant Exercise Notice is deemed delivered to the Company pursuant to Section 2.5 hereof, the Company at its expense shall transmit issue Warrant Shares via credit to the certificates (together Holder's account with any other stock or other securities or property DTC for the number of Warrant Shares to which Warrant the Holder is entitled upon exercise) by messenger or overnight delivery service such exercise or, if the Transfer Agent is not participating in The DTC Fast Automated Securities Transfer Program and DWAC system in respect of the Common Stock, issue and surrender to reach the address designated by as specified in the Warrant Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled to upon such holder exercise. If for any reason or for no reason, the Holder does not receive the Warrant Shares in respect of any exercise of this Warrant within three (3) Trading Days after any Warrant Exercise Notice is deemed delivered to the receipt of Company pursuant to Section 2.5 hereof, for each calendar day past the Subscription third Trading Day after any Warrant Exercise Notice ("T+3"). If such certificates are not received by is deemed delivered to the Warrant Holder within T+3, then the Warrant Holder will be entitled Company pursuant to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant HolderSection 2.5 hereof, the Company shall use its best efforts also issue (not as a penalty but as partial liquidated damages) to cause its transfer agent to electronically transmit the Holder 1% of the number of Warrant Shares issuable to which the Holder is entitled upon such exercise but which were not delivered within three (3) Trading Days after any Warrant Exercise Notice is deemed delivered to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange Company pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Notice2.5 hereof.

Delivery of Stock Certificates. (a) Subject to Upon receipt by the terms and conditions Company of this Warrantan Exercise Notice, as soon as practicable after the exercise surrender of this Warrant and, if applicable, payment of the Aggregate Exercise Price (in full or in partaccordance with Section 3(b) hereof), the Company shall, as promptly as practicable, and in any event no later than four (4) Trading Days thereafter, at the election of the Company as set forth in the Exercise Notice, either (i) cause the Company’s transfer agent to credit the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to a balance account with The Depository Trust Company, if such Warrant Shares are not subject to any securities legends and restrictions at such time, and otherwise to a balance account with the Company’s transfer agent, subject to any securities legends and restrictions then applicable, in the name of the Holder or, at the Holder’s instruction set forth in the Exercise Notice, the Holder’s agent or designee (subject to compliance with Section 5 below) or (ii) issue and deliver to the Holder or, at the Holder’s instruction set forth in the Exercise Notice, the Holder’s agent or designee (subject to compliance with Section 5 below) a certificate or certificates (at the Holder’s instruction set forth in the Exercise Notice), sent by reputable overnight courier to the address as specified in the Exercise Notice and registered in the Company’s share register in the name of the Holder or its agent or designee (as indicated in the Exercise Notice), representing the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Subject to Section 3(g), this Warrant shall be deemed to have been exercised and the applicable Warrant Shares shall be deemed to have been issued, and the Holder (or its agent or designee as indicated in the Exercise Notice) shall be deemed to have become the holder of record of such Warrant Shares for all purposes, as of the Exercise Date, regardless of the date on which such Warrant Shares are actually credited to the Holder’s (or its agent’s or designee’s) balance account or the date on which the certificate or certificates evidencing the Warrant Shares are actually delivered. The Company’s obligations to issue and deliver the Warrant Shares on the terms and subject to the conditions set forth in this Warrant are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same or any setoff, counterclaim, recoupment, limitation or termination. In addition to any other rights available to the Holder, if the Company fails to credit (or cause to be credited) the Holder’s (or its agent’s or designee’s) balance account for the Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant within three (3) Trading Days thereafter, following the Company shall transmit Exercise Date or to issue to the Holder (or its agent or designee) a certificate or certificates (together with any other stock or other securities or property representing the number of Warrant Shares to which Warrant the Holder is entitled upon exercise) by messenger or overnight delivery service the Holder’s exercise of this Warrant and to reach register such Warrant Shares on the address designated by such holder Company’s share register within three (3) Trading Days following the Exercise Date, as applicable, and if on or after such Trading Day the receipt Holder or its broker purchases (in an open-market transaction or otherwise) shares of the Subscription Notice ("T+3"). If such certificates are not received Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon the exercise of this Warrant that the Holder within T+3anticipated timely receiving from the Company (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within two (2) Business Days of Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) \\4140-6447-8783 v164123-4063-4962 v3 the product of (1) the number of Warrant Shares that the Company was required to deliver to the Holder will in connection with the exercise at issue multiplied by (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be entitled deemed rescinded) or deliver to revoke and withdraw the Holder (in accordance with the foregoing provisions of this Section 3(c)) the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of its Warrant at any time prior $11,000 to its receipt of those certificates. cover a Buy-In lieu of delivering physical certificates representing the Warrant Shares deliverable upon with respect to an attempted exercise of Warrantsshares of Common Stock, provided with an aggregate sale price giving rise to such purchase obligation of $10,000, then, pursuant to clause (A) of the Company's transfer agent is participating immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") programBuy-In and, upon request of the Warrant HolderCompany, evidence of the Company amount of such loss. Nothing herein shall use its best efforts limit a Xxxxxx’s right to cause its transfer agent pursue any other remedies available to electronically transmit it hereunder, at law or in equity including, without limitation, a decree of specific performance or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant Shares issuable upon exercise as required pursuant to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Noticeterms hereof.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Notice. The term Trading Day means (x) if the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange, a day on which there is trading on such stock exchange, (y) if the Common Stock is not listed on either of such stock exchanges but sale prices of the Common Stock are reported on an automated quotation system, a day on which trading is reported on the principal automated quotation system on which sales of the Common Stock are reported, or (z) if the foregoing provisions are inapplicable, a day on which quotations are reported by National Quotation Bureau Incorporated. (b) This Warrant may not be exercised as to fractional shares of Common Stock. In the event that the exercise of this Warrant, in full or in part, would result in the issuance of any fractional share of Common Stock, then in such event the Warrant Holder shall be entitled to cash equal to the fair market value of such fractional share. For purposes of this Warrant, "fair market value" shall equal the Closing Bid Price on the Approved Market which is the principal trading exchange or market for the Common Stock (the "Principal Market") on the date of determination or, if the Common Stock is not listed or admitted to trading on any Approved Market, the average of the closing bid and asked prices on the over-the-counter market as furnished by any New York Stock Exchange member firm reasonably selected from time to time by the Company for that purpose and reasonably acceptable to the Warrant Holder, or, if the Common Stock is not listed or admitted to trading on any Approved Market or traded over-the-counter and the average price cannot be determined a contemplated above, the fair market value of the Common Stock shall be as reasonably determined in good faith by the Company's Board of Directors with the concurrence of the Warrant Holder.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts Best Efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Notice. (b) This Warrant may not be exercised as to fractional shares of Common Stock. In the event that the exercise of this Warrant, in full or in part, would result in the issuance of any fractional share of Common Stock, then in such event the Warrant Holder shall be entitled to cash equal to the fair market value of such fractional share. For purposes of this Warrant, "FAIR MARKET VALUE" shall equal the closing trading price of the Common Stock on the Approved Market which is the principal trading exchange or market for the Common Stock (the "PRINCIPAL MARKET") on the date of determination or, if the Common Stock is not listed or admitted to trading on any Approved Market, the average of the closing bid and asked prices on the over-the-counter market as furnished by any New York Stock Exchange member firm reasonably selected from time to time by the Company for that purpose and reasonably acceptable to the Warrant Holder, or, if the Common Stock is not listed or admitted to trading on any Approved Market or traded over-the-counter and the average price cannot be determined as contemplated above, the fair market value of the Common Stock shall be as reasonably determined in good faith by the Company's Board of Directors with the concurrence of the Warrant Holder.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the notice of exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If ) thereafter, certificates in such certificates are not received denominations and registered in such names as the Warrant Holder may request, shall be delivered by or on behalf of the Company to the Warrant Holder against payment by the Warrant Holder of the Exercise Price. If the closing for such exercise does not occur within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificatesWarrant. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's Xxxxxx Xxxxxx'x prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to this Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable issuabl upon such exercise shall be treated for all purposes as the record holder or holders of such Common Warrant Shares at the close of business on the date of the Subscription Notice.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as As soon as practicable after the any exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall, at its expense (including the payment by it of any applicable issue or stamp taxes), cause to be issued in the name of and delivered to Holder, or as Holder (upon payment by Holder of any applicable transfer taxes) may direct, a certificate or certificates evidencing the number of fully paid and nonassessable shares of Common Stock (or Other Securities, as applicable) (which number shall transmit be rounded up to the certificates (together with nearest whole share in the event any other stock or other securities or property fractional share may otherwise be issuable upon such exercise) to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will shall be entitled on such exercise, in such denominations as may be requested by Holder, which certificate or certificates shall be free of restrictive and trading legends (except for any such legends as may be required pursuant to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificatesSection 19 hereof). In lieu of delivering physical certificates representing for the Warrant Shares deliverable shares of Common Stock (or Other Securities) issuable upon any exercise of Warrantsthis Warrant, provided the Company's ’s transfer agent is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) programprogram or a similar program and the Securities (or Other Securities) are not required to contain a restrictive legend pursuant to Section 19 hereof, upon request of the Warrant Holder, the Company shall use its best commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares such shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant to the Warrant HolderHolder (or its designee), by crediting the account of Warrant Holder's prime Xxxxxx’s (or such designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system ("DWAC"provided that the same time periods herein as for stock certificates shall apply) systemas instructed by Holder (or its designee). Subject to Section 2(f), the Company shall pay any taxes and other similar governmental charges that may be imposed in respect of the issue or delivery of shares of Common Stock (or Other Securities) upon exercise of this Warrant (other than income taxes imposed on Holder). The time periods 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 delivery described above shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant to any Person other than Holder, and in case of such transfer the Company shall apply not be required to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close deliver any certificate for shares of business on the date of the Subscription Notice. The person Common Stock (or persons entitled to receive the Warrant Shares issuable Other Securities) upon such exercise 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 due. Upon exercise of this Warrant as provided herein, the Company’s obligation to issue and deliver the certificates for Common Stock in accordance with the terms of this Warrant shall be treated for all purposes as the record holder absolute and unconditional and not subject to any setoff, counterclaim, recoupment or holders of such Common Shares at the close of business on the date of the Subscription Noticeother limitation.

Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall transmit the certificates (together with any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) Trading Days after the receipt of the Subscription Notice ("T+3"). If such certificates are not received by the Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke and withdraw its exercise of its Warrant at any time prior to its receipt of those certificates. In lieu of delivering physical certificates representing the Warrant Shares deliverable upon exercise of Warrants, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The parties agree to coordinate with DTC to accomplish this objective. The exchange pursuant to Section 3 shall be deemed to have been made immediately prior to the close of business on the date of the Subscription Notice. The person or persons entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the record holder or holders of such Common Shares at the close of business on the date of the Subscription Notice. The term Trading Day means (x) if the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange, a day on which there is trading on such stock exchange, (y) if the Common Stock is not listed on either of such stock exchanges but sale prices of the Common Stock are reported on an automated quotation system, a day on which trading is reported on the principal automated quotation system on which sales of the Common Stock are reported, or (z) if the foregoing provisions are inapplicable, a day on which quotations are reported by National Quotation Bureau Incorporated. (b) This Warrant may not be exercised as to fractional shares of Common Stock. In the event that the exercise of this Warrant, in full or in part, would result in the issuance of any fractional share of Common Stock, then in such event the Warrant Holder shall be entitled to cash equal to the fair market value of such fractional share. For purposes of this Warrant, "FAIR MARKET VALUE" shall equal the Closing Bid Price on the Approved Market which is the principal trading exchange or market for the Common Stock (the "PRINCIPAL MARKET") on the date of determination or, if the Common Stock is not listed or admitted to trading on any Approved Market, the average of the closing bid and asked prices on the over-the-counter market as furnished by any New York Stock Exchange member firm reasonably selected from time to time by the Company for that purpose and reasonably acceptable to the Warrant Holder, or, if the Common Stock is not listed or admitted to trading on any Approved Market or traded over-the-counter and the average price cannot be determined a contemplated above, the fair market value of the Common Stock shall be as reasonably determined in good faith by the Company's Board of Directors with the concurrence of the Warrant Holder.