Common use of Delivery of Warrant Shares Clause in Contracts

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). If the Warrant Shares shall in accordance with the terms thereof have become automatically convertible into shares of the Company's Common Stock prior to the time a Warrant is exercised, the Company shall in lieu of issuing shares of Common Stock, issue to the Warrantholder or its designee on exercise of such Warrant, a stock certificate or stock certificates representing the number of shares of Common Stock into which the Warrant Shares issuable on exercise of such Warrant are convertible. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. (a) Upon receipt exercise of the items referred to in Section 7Athis Warrant, the Company shall, as shall promptly as practicable, and (but in any no event within later than three (3Trading Days after the Exercise Date) Business Days thereafter, execute and deliver issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the name of Warrantholder or Warrantholder's designeeHolder may designate (provided that, if a stock registration statement is not then effective and the Holder directs the Company to deliver a certificate or stock certificates representing for the number of Warrant Shares to be issued on exercise in a name other than that of the Warrant(s). The certificates issued Holder or an Affiliate of the Holder, it shall deliver to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in the name of Warrantholder or such other name as shall may be designated in said noticemade pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends unless a registration statement is not then effective or the Warrant Shares are not freely transferable without volume restrictions or current public information requirements pursuant to Rule 144 under the Securities Act. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issuedThe Holder, and such holder or any other Person permissibly so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidDate. If the Warrants evidenced by any Warrant Certificate are exercised in partShares can be issued without restrictive legends, the Company shall, at upon the time of delivery written request of the stock certificatesHolder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation DWAC system or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver to Warrant Shares electronically through the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the CompanyDepository Trust and Clearing Corporation.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three five (35) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of WarrantholderWarrant holder, and in the name of Warrantholder Warrant holder or Warrantholder's Warrant holder’s designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). If the Warrant Shares shall in accordance with the terms thereof have become automatically convertible into shares of the Company’s Common Stock prior to the time a Warrant is exercised, the Company shall in lieu of issuing shares of Common Stock, issue to the Warrant holder or its designee on exercise of such Warrant, a stock certificate or stock certificates representing the number of shares of Common Stock into which the Warrant Shares issuable on exercise of such Warrant are convertible. The certificates issued to Warrantholder Warrant holder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder Warrant holder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. (a) Upon receipt exercise of the items referred to in Section 7Athis Warrant, the Company shall, as shall promptly as practicable, and (but in any no event within later than three (3Trading Days after the Exercise Date) Business Days thereafter, execute and deliver issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the Holder may designate (provided that, if a Registration Statement covering the resale of the Warrant Shares is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of Warrantholder the Holder or Warrantholder's designeean Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a stock certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or stock certificates representing (ii) an electronic delivery of the number of Warrant Shares to be issued the Holder’s account at either CHESS Depositary Nominees Pty Ltd. which will hold legal title to the Warrant Shares on exercise behalf of the Warrant(s)Holder for its benefit through the issue of CHESS Depositary Interests that will be quoted on the stock market of the Australian Securities Exchange or the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable lawHolder, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person permissibly so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidDate. If the Warrants evidenced by any Warrant Certificate Shares are exercised in partto be issued free of all restrictive legends, the Company shall, at upon the time of delivery written request of the stock certificatesHolder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver to the holder thereof Warrant Shares electronically through such a new Warrant Certificate evidencing the Warrants that were not exercised or surrenderedclearing corporation. For purposes of this Warrant, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.“

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's ’s designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). If the Warrant Shares shall in accordance with the terms thereof have become automatically convertible into shares of the Company’s Common Stock prior to the time a Warrant is exercised, the Company shall in lieu of issuing shares of Common Stock, issue to the Warrantholder or its designee on exercise of such Warrant, a stock certificate or stock certificates representing the number of shares of Common Stock into which the Warrant Shares issuable on exercise of such Warrant are convertible. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. (a) Upon receipt exercise of the items referred to in Section 7Athis Warrant, the Company shall, as shall promptly as practicable, and (but in any no event within (i) later than three (3) Business Trading Days thereafter, execute and deliver after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of Warrantholder the Holder or Warrantholder's designeean Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a stock certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or stock certificates representing (ii) an electronic delivery of the number of Warrant Shares to be issued on exercise the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant(s)Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable lawHolder, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person permissibly so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidDate. If the Warrants evidenced by any Warrant Certificate Shares are exercised in partto be issued free of all restrictive legends, the Company shall, at upon the time of delivery written request of the stock certificatesHolder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver to the holder thereof Warrant Shares electronically through such a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Companyclearing corporation.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). If the Warrant Shares shall in accordance with the terms thereof have become automatically convertible into shares of the Company's Common Stock prior to the time a Warrant is exercised, the Company shall in lieu of issuing shares of Common Stock, issue to the Warrantholder or its designee on exercise of such Warrant, a stock certificate or stock certificates representing the number of shares of Common Stock into which the Warrant Shares issuable on exercise of such Warrant are convertible. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. (a) Upon receipt exercise of the items referred to in Section 7Athis Warrant, the Company shallshall promptly following the Exercise Date (but in no event later than three Trading Days after the Exercise Date) credit such aggregate number of Warrant Shares to which the Holder is entitled to receive pursuant to such exercise of this Warrant to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system, or if the Company’s transfer agent for the Common Stock (the “Transfer Agent”) is not participating in the Fast Automated Securities Transfer Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as promptly as practicablespecified in the Exercise Notice, and a certificate, registered in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and Company’s share register in the name of Warrantholder the Holder or Warrantholder's its designee, a stock certificate or stock certificates representing for the number of Warrant Shares to be issued on which the Holder is entitled to receive pursuant to such exercise of the Warrant(s)this Warrant. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable lawHolder, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such noticeExercise Date, together with payment irrespective of the aggregate Exercise Price and date such Warrant Shares are credited to the Warrant Certificate Holder’s DTC account or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time date of delivery of the stock certificatescertificates evidencing such Warrant Shares, deliver to as the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrenderedcase may be. For purposes of this Warrant, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.“

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the The Company shall, as promptly as practicable, practicable and in any event within three two (32) Business Days thereafterafter receipt of such notice and payment, execute issue and deliver, or cause to be issued and delivered, the Warrant Shares as directed in the Exercise Notice. If the Company’s shares are not then deliverable through DTC or another established clearing corporation performing similar functions, or if so directed in the Exercise Notice, the Company shall deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, delivered a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s)so acquired. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock Any certificate or certificates so delivered shall be registered in such denominations as may be specified in such notice, and shall be issued in the name of Warrantholder the Holder or such other name or names as shall be designated in said such notice. A This Warrant shall be deemed to have been exercised and such stock certificate or stock certificates the applicable Warrant Shares shall be deemed to have been issued, and such holder Holder or any other Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares for all purposesWarrant Shares, as of the date that such notice, together with the aforementioned notice and payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidCompany. If the Warrants evidenced by any this Warrant Certificate are shall have been exercised only in part, the Company shallshall promptly, at but in no event more than five Business Days after the time of delivery Company’s receipt of the stock certificatesExercise Notice, deliver to the holder thereof Holder a new Warrant Certificate evidencing the Warrants that were not exercised or surrenderedright to purchase the remaining shares of Common Stock issuable under this Warrant, which shall new Warrant shall, in all respects (other than as to the number of Warrants evidenced thereby) respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise preparation, issuance and delivery of share certificates and new Warrants under this provision, except that if any such tax or charge arises as a result of the Holder’s instruction to issue the shares in the name of any Person other than the Holder and such tax or charge would not arise if issued to the Holder, the Holder shall be canceled by the Companypay such tax or charge.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three five (35) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's ’s designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). If the Warrant Shares shall in accordance with the terms thereof have become automatically convertible into shares of the Company’s Common Stock prior to the time a Warrant is exercised, the Company shall in lieu of issuing shares of Common Stock, issue to the Warrantholder or its designee on exercise of such Warrant, a stock certificate or stock certificates representing the number of shares of Common Stock into which the Warrant Shares issuable on exercise of such Warrant are convertible. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. (a) Upon receipt surrender of this Warrant, with the Form of Election to Purchase attached hereto duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the items referred Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in Section 7Athe manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall, shall promptly (but in no event later than 3 business days after the Date of Exercise (as promptly as practicable, and in any event within three (3defined herein)) Business Days thereafter, execute and deliver issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the name of Warrantholder or Warrantholder's designeeHolder may designate, a stock certificate or stock certificates representing for the number of Warrant Shares to be issued on exercise issuable upon such exercise, free of restrictive legends except (i) either in the event that a registration statement covering the resale of the Warrant(sWarrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The certificates issued to Warrantholder , or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A (ii) if this Warrant shall be deemed to have been exercised issued pursuant to a written agreement between the original Holder and the Company, as required by such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person agreement. Any person so designated by the Holder to be named therein receive Warrant Shares shall be deemed to have become a holder of record of such shares for all purposes, Warrant Shares as of the date that such notice, together with payment Date of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidof this Warrant. If the Warrants evidenced by any Warrant Certificate are exercised in part, the The Company shall, at the time of delivery upon request of the stock certificatesHolder, if available, use its best efforts to deliver to Warrant Shares hereunder electronically through the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised Depository Trust Corporation or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Companyanother established clearing corporation performing similar functions.

Delivery of Warrant Shares. (a) Upon receipt exercise of the items referred to in Section 7Athis Warrant, the Company shall, as shall promptly as practicable, and (but in any no event within later than three (3Trading Days after the Exercise Date) Business Days thereafter, execute and deliver issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the name of Warrantholder or Warrantholder's designeeHolder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a stock certificate or stock certificates representing for the number of Warrant Shares to be issued on exercise in a name other than that of the Warrant(s). The certificates issued Holder or an Affiliate of the Holder, it shall deliver to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in the name of Warrantholder or such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, unless a registration statement covering the resale of the Warrant Shares and naming the Holder as shall be designated a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable pursuant to Rule 144 under the Securities Act pursuant to transactions in said noticewhich paragraph (c)(1) of such rule do not apply. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issuedThe Holder, and such holder or any other Person permissibly so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidDate. If the Warrants evidenced by any Warrant Certificate Shares are exercised in partto be issued free of all restrictive legends, the Company shall, at upon the time of delivery written request of the stock certificatesHolder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through The Depository Trust Company or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver to the holder thereof Warrant Shares electronically through such a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Companyclearing corporation.

Delivery of Warrant Shares. (a) (a) Upon receipt exercise of the items referred to in Section 7Athis Warrant, the Company shall, as shall promptly as practicable, and (but in any no event within (i) later than three (3) Business Trading Days thereafter, execute and deliver after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of Warrantholder the Holder or Warrantholder's designeean Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a stock certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or stock certificates representing (ii) an electronic delivery of the number of Warrant Shares to be issued on exercise the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant(s)Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable lawHolder, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person permissibly so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidDate. If the Warrants evidenced by any Warrant Certificate Shares are exercised in partto be issued free of all restrictive legends, the Company shall, at upon the time of delivery written request of the stock certificatesHolder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver to the holder thereof Warrant Shares electronically through such a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Companyclearing corporation.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three five (35) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). If the Warrant Shares shall in accordance with the terms thereof have become automatically convertible into shares of the Company's Common Stock prior to the time a Warrant is exercised, the Company shall in lieu of issuing shares of Common Stock, issue to the Warrantholder or its designee on exercise of such Warrant, a stock certificate or stock certificates representing the number of shares of Common Stock into which the Warrant Shares issuable on exercise of such Warrant are convertible. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the The Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafterbusiness days, execute and deliver or cause to be executed and delivered, to or upon the written order of the Warrantholder, and in the name of the Warrantholder or such Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The Such certificates issued to Warrantholder or its designee shall may bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of the Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificatescertificates representing the Warrant Shares, deliver to the holder thereof Warrantholder a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's ’s designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt exercise of the items referred to in Section 7Athis Warrant, the Company shall, as shall promptly as practicable, and (but in any no event within three (3later than two Trading Days after the Exercise Date) Business Days thereafter, execute and deliver issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the name of Warrantholder or Warrantholder's designeeHolder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a stock certificate or stock certificates representing for the number of Warrant Shares to be issued on exercise in a name other than that of the Warrant(s). The certificates issued Holder or an Affiliate of the Holder, it shall deliver to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in the name of Warrantholder or such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, unless a registration statement covering the resale of the Warrant Shares and naming the Holder as shall be designated a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable pursuant to Rule 144 under the Securities Act pursuant to transactions in said noticewhich paragraph (c)(1) of such rule do not apply. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issuedThe Holder, and such holder or any other Person permissibly so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidDate. If the Warrants evidenced by any Warrant Certificate Shares are exercised in partto be issued free of all restrictive legends, the Company shall, at upon the time of delivery written request of the stock certificatesHolder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through The Depository Trust Company or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver to the holder thereof Warrant Shares electronically through such a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Companyclearing corporation.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the The Company shall, as promptly as practicablepracticable after receipt of such notice and payment, issue and deliver, or cause to be issued and delivered, the Warrant Shares as directed in any event within three (3) Business Days thereafterthe Exercise Notice. If the Company’s shares are not then deliverable through DTC or another established clearing corporation performing similar functions, execute and or if so directed in the Exercise Notice, the Company shall deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, delivered a stock certificate or stock certificates representing the number of Warrant Shares to be issued on so acquired as promptly as practical following the date of exercise of the Warrant(s)this Warrant. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock Any certificate or certificates so delivered shall be registered in such denominations as may be specified in such notice, and shall be issued in the name of Warrantholder the Holder or such other name or names as shall be designated in said such notice. A This Warrant shall be deemed to have been exercised and such stock certificate or stock certificates the applicable Warrant Shares shall be deemed to have been issued, and such holder Holder or any other Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares for all purposesWarrant Shares, as of the date that such notice, together with the aforementioned notice and payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidCompany. If the Warrants evidenced by any this Warrant Certificate are shall have been exercised only in part, the Company shallshall promptly, at but in no event more than five Business Days after the time of delivery Company’s receipt of the stock certificatesExercise Notice, deliver to the holder thereof Holder a new Warrant Certificate evidencing the Warrants that were not exercised or surrenderedright to purchase the remaining shares of Common Stock issuable under this Warrant, which shall new Warrant shall, in all respects (other than as to the number of Warrants evidenced thereby) respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise preparation, issuance and delivery of share certificates and new Warrants under this provision, except that if any such tax or charge arises as a result of the Holder’s instruction to issue the shares in the name of any Person other than the Holder and such tax or charge would not arise if issued to the Holder, the Holder shall be canceled by the Companypay such tax or charge.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A8A, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's ’s designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). If the Warrant Shares shall in accordance with the terms thereof have become automatically convertible into shares of the Company’s Common Stock prior to the time a Warrant is exercised, the Company shall in lieu of issuing shares of Common Stock, issue to the Warrantholder or its designee on exercise of such Warrant, a stock certificate or stock certificates representing the number of shares of Common Stock into which the Warrant Shares issuable on exercise of such Warrant are convertible. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt exercise of the items referred to in Section 7Athis Warrant, the Company shall, as shall promptly as practicable, and (but in any no event within later than three (3Trading Days after the Exercise Date) Business Days thereafter, execute and deliver issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the name of Warrantholder or Warrantholder's designeeHolder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a stock certificate or stock certificates representing for the number of Warrant Shares to be issued on exercise in a name other than that of the Warrant(s). The certificates issued Holder or an Affiliate of the Holder, it shall deliver to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in the name of Warrantholder or such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, unless a registration statement covering the resale of the Warrant Shares and naming the Holder as shall be designated a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable pursuant to Rule 144 under the Securities Act pursuant to transactions in said noticewhich paragraph (c)(1) of such rule do not apply. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issuedThe Holder, and such holder or any other Person permissibly so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidDate. If the Warrants evidenced by any Warrant Certificate Shares are exercised in partto be issued free of all restrictive legends, the Company shall, at upon the time of delivery written request of the stock certificatesHolder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through The Depository Trust Company or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver to the holder thereof Warrant Shares electronically through such a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Companyclearing corporation.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7Aparagraph 7.(a), the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholderthe Warrantholder exercising its Warrants, and in the name of such Warrantholder or such Warrantholder's ’s designee, a stock share certificate or stock share certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s)) and enter full details of such issuance in the stock register of the Company in order to confer upon the Warrantholder or the Warrantholder’s designee legal title thereto. The share certificate or share certificates issued to such Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock share certificate or share certificates so delivered (and the entry in the stock register) shall be registered or made, as the case may be, in the name of such Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock share certificate or stock share certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidaforesaid and the corresponding entries are made in the stock register of the Company. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock share certificate or share certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's ’s designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be scf\scf10490 identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's ’s designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. (a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Unless otherwise directed in writing by the Company, Holders shall pay the Exercise Price in immediately available funds to the account set forth in Annex A hereto (if (and only if) such account cannot receive funds in accordance with such instructions, Holders may deliver the Exercise Price via certified or bank check). Upon receipt delivery of the items referred Exercise Notice (in the form attached hereto) to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in Section 7Ano event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by the Purchase Agreement, shall be free of restrictive legends. Upon request of the exercising Holder, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause if legends are not required to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock placed on certificates representing Warrant Shares, credit the aggregate number of Warrant Shares to be issued on which such Holder is entitled pursuant to such exercise of to the Warrant(sHolder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system (or the successor thereto, if any). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company."

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7AThe Warrant Agent shall, within a reasonable time, advise the Company shall, as promptly as practicable, and the transfer agent and registrar in any event within three respect of (3a) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on issuable upon such exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced therebyexercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be identical made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. Provided that the Warrant Agent has received funds in the amount of the Warrant Price, the Company shall, by 5:00 P.M., New York City time, on or before the third Trading Day next succeeding the Exercise Date of any Warrant (the “Warrant Shares Delivery Date”), execute, issue and deliver to the Warrant Certificate being exercisedAgent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Any Upon receipt of such Warrant Certificates surrendered Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third Trading Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of Warrants the registered holder’s prime broker with the Depository or of the Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall be canceled by apply to the Companyelectronic transmittals described herein.

Delivery of Warrant Shares. Upon receipt any exercise of this Warrant in the items referred to manner set forth in Section 7A3(a) above, the Company shall, as promptly as practicable, and in any event within three (3) five Business Days thereafter, (subject, however, to the expiration or early termination, as applicable, of any relevant waiting period under the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended), execute or cause to be executed and deliver or cause to be executed and delivereddelivered to the Holder certificate(s) representing the aggregate number of whole shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The certificate(s) so delivered shall be, to or upon the written order of Warrantholderextent possible, and issued in such denomination(s) as the Holder shall request in the name notice of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered and shall be registered in the name of Warrantholder or Holder or, subject to the restrictions set forth in Section 8, in the name of such other name Person as shall be designated in said noticethe notice of exercise. A This Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issuedissued (and, and such holder therefore, the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock for all purposes), as of the date that such noticethe notice of exercise, together with payment to the Company of the aggregate Exercise Warrant Price and the Warrant Certificate any tax or Warrant Certificates evidencing the Warrants other governmental charge required to be exercised, is received paid by the Company as aforesaidHolder pursuant to Section 4(a) hereof. If the Warrants evidenced by any this Warrant Certificate are shall have been exercised in part, the Company shall, at the time of delivery of the stock certificatescertificates representing the Common Stock issuable upon the exercise of this Warrant, deliver to the holder thereof Holder a new Warrant Certificate evidencing the Warrants that were not exercised or surrenderedrights of the Holder to purchase the unpurchased shares of Common Stock covered by this Warrant, which new Warrant shall in all other respects (other than as be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the CompanyHolder.

Delivery of Warrant Shares. Upon receipt exercise of the items referred to in Section 7Athis Warrant, the Company shall, as shall promptly as practicable, and (but in any no event within three (3later than two Trading Days after the Exercise Date) Business Days thereafter, execute and deliver issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the name of Warrantholder or Warrantholder's designeeHolder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a stock certificate or stock certificates representing for the number of Warrant Shares to be issued on exercise in a name other than that of the Warrant(s). The certificates issued Holder or an Affiliate of the Holder, it shall deliver to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in the name of Warrantholder or such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, unless a registration statement covering the resale of the Warrant Shares and naming the Holder as shall be designated a selling shareholder thereunder is not then effective or the Warrant Shares are not freely transferable pursuant to Rule 144 under the Securities Act pursuant to transactions in said noticewhich paragraph (c)(1) of such rule do not apply. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issuedThe Holder, and such holder or any other Person permissibly so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidDate. If the Warrants evidenced by any Warrant Certificate Shares are exercised in partto be issued free of all restrictive legends, the Company shall, at upon the time of delivery written request of the stock certificatesHolder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through The Depository Trust Company or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver to the holder thereof Warrant Shares electronically through such a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Companyclearing corporation.

Delivery of Warrant Shares. (a) Upon receipt delivery of the items referred Form of Election to Purchase to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth in Section 7A, 14 and upon payment of the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing Exercise Price multiplied by the number of Warrant Shares that the Holder intends to be issued on purchase hereunder, the Company shall promptly (but in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise of with the Warrant(s)appropriate legend. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Any Person so designated by the Holder to be named therein receive Warrant Shares shall be deemed to have become a holder of record of such shares for all purposes, Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, upon request of the Holder, if available, use its reasonable efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions, provided, that, the Company will not be required to change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. As used in this Agreement, a "Date of Exercise" ---------------- means the date that such noticeon which the Holder shall have delivered to the Company (i) the Form of Election to Purchase attached hereto (with the Warrant Exercise Log attached to it), together with appropriately completed and duly signed and (ii) payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to for the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled Shares so indicated by the CompanyHolder to be purchased.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, practicable and in any no event later than within three (3) Business Days thereafterDays, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's ’s designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other Warrantholder, and after a registration statement for the resale of the Warrant Shares is declared effective, if requested by the Warrantholder, in the name as shall be designated in said noticeof a designee of, and for the number of Warrant Shares specified by, the Warrantholder. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7AParagraph 7.(a), the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholderthe Warrantholder exercising its B Unit Warrants, and in the name of such Warrantholder or such designee of such Warrantholder's designee, a stock share certificate or stock share certificates representing the number of Warrant Shares to be issued on exercise of the B Unit Warrant(s)) and enter full details of such issuance in the stock register of the Company in order to confer upon the Warrantholder or the designee of such Warrantholder legal title thereto. The share certificate or share certificates issued to such Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock share certificate or share certificates so delivered (and the entry in the stock register) shall be registered or made, as the case may be, in the name of such Warrantholder or such other name as shall be designated in said notice. A B Unit Warrant shall be deemed to have been exercised and such stock share certificate or stock share certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the B Unit Warrants to be exercised, is received by the Company as aforesaidaforesaid and the corresponding entries are made in the stock register of the Company. If the B Unit Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock share certificate or share certificates, deliver to the holder thereof a new Warrant Certificate evidencing the B Unit Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of B Unit Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of B Unit Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A7B, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of the applicable Warrantholder, and in the name of such Warrantholder or such Warrantholder's ’s designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The Such certificates issued to Warrantholder or its designee shall may bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of the applicable Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificatescertificates representing the Warrant Shares, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. (a) Upon receipt exercise of the items referred to in Section 7Athis Warrant, the Company shall, as shall promptly as practicable, and (but in any no event within three later than ten (310) Business Days thereafter, execute and deliver business days after the Exercise Date) issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the name of Warrantholder or Warrantholder's designeeHolder may designate, a stock certificate or stock certificates representing for the number of Warrant Shares to be issued on exercise of the Warrant(s)issuable upon such exercise. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable lawHolder, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person permissibly so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such noticeExercise Date. The Company shall, together with payment upon the written request of the aggregate Exercise Price Holder to the extent permitted by applicable law, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available (“DTC”). If as of the time of exercise the Warrant Certificate Shares constitute restricted or Warrant Certificates evidencing control securities, the Warrants Holder, by exercising, agrees not to be exercised, is received by resell them except in compliance with all applicable securities laws. Notwithstanding the Company as aforesaid. If foregoing to the Warrants evidenced by any Warrant Certificate are exercised in partcontrary, the Company shall, at or its transfer agent shall only be obligated to issue and deliver the time shares to DTC on a Holder’s behalf via Deposit Withdrawal Agent Commission System (“DWAC”) if (i) a registration statement under the Securities Act of delivery 1933 (“Securities Act”) providing for the resale of the stock certificates, deliver Warrant Shares is then in effect or the Company has received an opinion of counsel reasonably satisfactory to the holder thereof a new Company that the shares of Warrant Certificate evidencing Shares are otherwise eligible for resale pursuant to an exemption from registration and (ii) the Warrants that were not exercised or surrendered, which shall Company and its transfer agent are participating in all respects (other than as to DTC through the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the CompanyDWAC system.

Delivery of Warrant Shares. (a) Upon receipt exercise of the items referred to in Section 7Athis Warrant, the Company shall, shall promptly (but in no event later than three Trading Days (as promptly as practicable, and defined in any event within three (3Section 10 hereof) Business Days thereafter, execute and deliver after the Exercise Date) issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the name of Warrantholder or Warrantholder's designeeHolder may designate, (i) a stock certificate or stock certificates representing for the number of Warrant Shares to be issued on exercise issuable upon such exercise, free of restrictive legends or (ii) an electronic delivery of the Warrant(s). The certificates issued Warrant Shares issuable upon such exercise to Warrantholder an account of the Holder or its designee shall bear (as specified in the Exercise Notice) at the Depository Trust Company (the “DTC”) or another established clearing corporation performing similar functions, provided that the payment of the Aggregate Exercise Price in any restrictive legend required under applicable law, rule or regulationmanner permitted by Section 10 has been received by the Company. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issuedHolder, and such holder or any other Person person or entity permissibly so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidDate. If the Warrants evidenced by any Warrant Certificate are exercised in part, the The Company shall, at upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the DTC or another established clearing corporation performing similar functions, if available; provided that the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation. If as of the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to exercise the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled Shares constitute restricted or control securities, the Holder, by the Companyexercising, agrees not to resell them except in compliance with all applicable securities laws.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, subject to any withholding that may be required by law and the payment by the Warrantholder ofany transfer taxes due if the warrant Shares are to be registered in a name other than that of Warrantholder, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A7(a), the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholderthe Warrantholder exercising its Warrants, and in the name of such Warrantholder or such Warrantholder's designee, a stock share certificate or stock share certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s)) and enter full details of such issuance in the stock register of the Company in order to confer upon the Warrantholder or the Warrantholder's designee legal title thereto. The share certificate or share certificates issued to such Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock share certificate or share certificates so delivered (and the entry in the stock register) shall be registered or made, as the case may be, in the name of such Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock share certificate or stock share certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidaforesaid and the corresponding entries are made in the stock register of the Company. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock share certificate or share certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.. Section 3. ADJUSTMENT OF NUMBER OF WARRANT SHARES ISSUABLE UPON EXERCISE AND ADJUSTMENT OF EXERCISE PRICE. (a)

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). If the Warrant Shares shall in accordance with the terms thereof have become automatically convertible into shares of the Company's Common Stock prior to the time a Warrant is exercised, the Company shall in lieu of issuing shares of Common Stock, issue to the Warrantholder or its designee on exercise of such Warrant, a stock certificate or stock certificates representing the number of shares of Common Stock into which the Warrant Shares issuable on exercise of such Warrant are convertible. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. Adjustment of Number of Warrant Shares Issuable Upon Exercise of a Warrant and Adjustment of Exercise Price.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, subject to any withholding that may be required by law and the payment by the Warrantholder of any transfer taxes due if the warrant Shares are to be registered in a name other than that of Warrantholder, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. (a) Upon receipt a Cashless Exercise of this Warrant in which the holding period of the items referred to in Section 7AWarrants Shares has satisfied the requirements of Rule 144(d), the Company shall, as shall promptly as practicable, and (but in any no event within later than three (3) Business Trading Days thereafter, execute and deliver after the Exercise Date) issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the registered Holder and in such name or names as the name of Warrantholder or Warrantholder's designeeregistered Holder may designate, a stock certificate or stock certificates representing for the number of Warrant Shares to be issued issuable upon such exercise, free of United States restrictive legends not required by applicable law. “Trading Day” shall mean a date on exercise of which the Warrant(s)Company’s Common Stock trades on its principal trading market. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein Holder shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such noticeExercise Date. The Company shall, together with payment upon the written request of the aggregate Exercise Price and the Warrant Certificate registered Holder, use its commercially reasonable efforts to deliver, or Warrant Certificates evidencing the Warrants cause to be exerciseddelivered, is received by Warrant Shares hereunder electronically through the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in partDepository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company shallmay, at but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust and Clearing Corporation. In the event this Warrant (i) is exercised in accordance with subsection 4(b) or (ii) is exercised by means of a Cashless Exercise in accordance with subsection 4(c) and the holding period under Rule 144(d) shall not have lapsed, the share certificate to be issued upon such exercise shall bear the restrictive legend set forth in subsection 13(b) below. In addition, if as of the time of delivery the exercise of the stock certificates, deliver to the holder thereof a new this Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered Shares issuable upon such exercise of Warrants shall be canceled constitute restricted or control securities, the Holder, by exercising this Warrant, agrees not to resell them except in compliance with all applicable securities laws, including the CompanyAustralian Corporations Xxx 0000.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7AParagraph 7. (a), the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholderthe Warrantholder exercising the Warrants, and in the name of such Warrantholder or such designee of such Warrantholder's designee, a stock share certificate or stock share certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s)Warrants and enter full details of such issuance in the stock register of the Company in order to confer upon the Warrantholder or the designee of such Warrant holder legal title thereto. The share certificate or share certificates issued to such Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock share certificate or share certificates so delivered (and the entry in the stock register) shall be registered or made, as the case may be, in the name of such Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock share certificate or stock share certificates shall be deemed to have been issued, and such holder or any other Person person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaidaforesaid and the corresponding entries are made in the stock register of the Company. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock share certificate or share certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A7B, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of the applicable Warrantholder, and in the name of such Warrantholder or such Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The Such certificates issued to Warrantholder or its designee shall may bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of the applicable Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificatescertificates representing the Warrant Shares, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7AParagraph 7. (a), the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholderthe Warrant holder exercising the Convertible Note Warrants, and in the name of Warrantholder such Warrant holder or Warrantholder's designeesuch designee of such Warrant holder, a stock share certificate or stock share certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s)Convertible Note Warrants and enter full details of such issuance in the stock register of the Company in order to confer upon the Warrant holder or the designee of such Warrant holder legal title thereto. The share certificate or share certificates issued to Warrantholder such Warrant holder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock share certificate or share certificates so delivered (and the entry in the stock register) shall be registered or made, as the case may be, in the name of Warrantholder such Warrant holder or such other name as shall be designated in said notice. A Convertible Note Warrant shall be deemed to have been exercised and such stock share certificate or stock share certificates shall be deemed to have been issued, and such holder or any other Person person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Convertible Note Warrants to be exercised, is received by the Company as aforesaidaforesaid and the corresponding entries are made in the stock register of the Company. If the Convertible Note Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock share certificate or share certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Convertible Note Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Convertible Note Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Convertible Note Warrants shall be canceled by the Company.

Delivery of Warrant Shares. To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Holders shall pay the Exercise Price in immediately available funds to the account designated for this purpose by the Company. Upon receipt delivery of the items referred Exercise Notice (in the form attached hereto) to in Section 7Athe Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by the Purchase Agreement, shall be free of restrictive legends. Upon request of the exercising Holder, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause if legends are not required to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock placed on certificates representing Warrant Shares, credit the aggregate number of Warrant Shares to which such Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system (or the successor thereto, if any). A “Date of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed (for the purposes of this Section, Friday shall be deemed a Business Day, notwithstanding anything in this Warrant to the contrary) and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be issued on exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Companypurchased.

Delivery of Warrant Shares. Upon receipt Subject to Section 3(e), if the Holder has elected to settle the relevant exercise of the items referred to in Section 7A, this Warrant through Physical Delivery or Net Share Settlement (and has not requested or the Company shallhas not agreed to settle such exercise through Net Cash Settlement), then, as promptly soon as practicablepracticable after each exercise of this Warrant, and in any event within three (3) Business Days thereafterthereafter (but, if the Holder has elected to settle the exercise of this Warrant through Physical Delivery, subject to the Holder’s payment of the aggregate Exercise Price as contemplated in Section 2(b)), the Company shall execute and deliver (or cause to be executed executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable and issued upon such exercise (which, to or upon the written order Holder’s request, will be issued in book entry form in lieu of Warrantholder, physical certificates) and in the name its calculation pursuant to Section 2(c) of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s)so issued, if applicable. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The If a physical stock certificate or certificates are so delivered delivered, such certificate(s) shall be, to the extent possible, in such CSG SYSTEM INTERNATIONAL, INC. Exhibit 10.22I denomination or denominations as the exercising Holder shall reasonably request in the Exercise Notice or otherwise and shall be registered in the name of Warrantholder or the Holder or, subject to Section 11, such other name permitted transferees as shall be have been designated in said noticethe Exercise Notice. A This Warrant shall be deemed to have been exercised exercised, and such stock certificate or stock certificates shall be deemed to have been issuedissued (or book entry made), and such holder the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares Warrant Shares, for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the CompanyDate.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A8A, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's ’s designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). If the Warrant Shares shall in accordance with the terms thereof have become automatically convertible into shares of the Company’s Preferred Stock prior to the time a Warrant is exercised, the Company shall in lieu of issuing shares of Preferred Stock, issue to the Warrantholder or its designee on exercise of such Warrant, a stock certificate or stock certificates representing the number of shares of Preferred Stock into which the Warrant Shares issuable on exercise of such Warrant are convertible. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.

Delivery of Warrant Shares. Upon receipt of the items referred to in Section 7A, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's ’s designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company.. scf\scf10490

Delivery of Warrant Shares. Upon receipt by the Company of the items referred Form of Election to Purchase, the Warrant Certificate(s) and the payment referenced in Section 7A8.A above, the Company shall, as promptly as practicable, and in any event within three (3cause its transfer agent to issue a certificate(s) Business Days thereafter, execute and deliver or cause evidencing the number of Warrant Shares to be executed and delivered, to or upon the written order of Warrantholder, and exercised in the name of Warrantholder Warrant Holder or WarrantholderWarrant Holder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on issuable upon exercise of the Class A Warrant(s). The certificates issued to Warrantholder Warrant Holder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates certificate(s) so delivered shall be registered in the name of Warrantholder Warrant Holder or such other name as shall be designated in said notice. A Class A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issued, and such holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such noticeForm of Election to Purchase, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates Certificate(s) evidencing the Class A Warrants to be exercised, is received by the Company as aforesaidCompany. If the Class A Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificatescertificates evidencing the Warrant Shares, deliver to the holder thereof Warrant Holder a new Warrant Certificate evidencing the Class A Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Class A Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Class A Warrants shall be canceled by the Company.

Delivery of Warrant Shares. (a) Upon receipt proper exercise of the items referred to in Section 7Athis Warrant, the Company shall, as shall promptly as practicable, and (but in any no event within later than three (3Trading Days after the Exercise Date) Business Days thereafter, execute and deliver issue or cause to be executed issued and delivered, cause to be delivered to or upon the written order of Warrantholder, the Holder and in such name or names as the name of Warrantholder or Warrantholder's designeeHolder may designate (provided that, if the Holder directs the Company to deliver a stock certificate or stock certificates representing for the number of Warrant Shares to be issued on exercise in a name other than that of the Warrant(s). The certificates issued Holder, it shall deliver to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in the name of Warrantholder or such other name as may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares in accordance with the direction of the Holder through the facilities of the Depository Trust Company (“DTC”) or a similar organization, unless the Warrant Shares are not freely transferable under Rule 144 without satisfaction of any conditions thereunder other than the Rule 144 holding period for non-affiliates, in which case such Holder shall be designated in said noticereceive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. A Warrant shall be deemed to have been exercised and such stock certificate or stock certificates shall be deemed to have been issuedThe Holder, and such holder or any other Person permissibly so designated by the Holder to be named therein receive Warrant Shares, shall be deemed to have become a the holder of record of such shares for all purposes, Warrant Shares as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the CompanyDate.

Delivery of Warrant Shares. Upon receipt by the Company of the items referred to Exercise Agreement, surrender of this Warrant, and payment of the Aggregate Exercise Price (in accordance with Section 7A3(a) hereof), the Company shall, as promptly as practicable, and in any event within three two (32) Business Days thereafter, execute and deliver either (i) in the event that there is a registration statement covering the issuance or resale of the Warrant Shares available for the issuance or resale, as applicable, of such Warrant Shares, cause the Transfer Agent to issue in book-entry form to be executed and deliveredso held through the facilities of the Depository Trust Company (“DTC”) in an amount equal to the Warrant Shares issuable upon exercise together with cash in lieu of any fraction of a share, as provided in Section 3(d) hereof, or, (ii) in all other cases, cause the Transfer Agent to issue in book-entry form on the Warrant Register maintained by the Transfer Agent for such purpose, the Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as provided in Section 3(d) hereof. The Warrant Shares so delivered shall be, to the extent possible, in such denomination or upon denominations as the written order of Warrantholder, and exercising Holder shall reasonably ​ request in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing the number of Warrant Shares to be issued on exercise of the Warrant(s). The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered Exercise Agreement and shall be registered in the name of Warrantholder the Holder (or such Holder’s broker or DTC, as applicable) or, subject to compliance with Section 6 below, such other Person’s name as shall be designated in said noticethe Exercise Agreement. A This Warrant shall be deemed to have been exercised and such stock certificate or stock certificates of Warrant Shares shall be deemed to have been issued, and such holder the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares Warrant Shares for all purposes, as of the date that such notice, together with payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the CompanyDate.

Delivery of Warrant Shares. To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon receipt delivery of the items referred Exercise Notice to in Section 7A, the Company shall, as promptly as practicable, (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and in any event within three (3) Business Days thereafter, execute and deliver or cause to be executed and delivered, to or upon payment of the written order of Warrantholder, and in the name of Warrantholder or Warrantholder's designee, a stock certificate or stock certificates representing Exercise Price multiplied by the number of Warrant Shares that the Holder intends to be issued on exercise purchase hereunder, the Company shall promptly (but in no event later than five business days after the Date of Exercise (as defined herein)) issue and deliver to the Warrant(s)Holder, a certificate for the Warrant Shares issuable upon such exercise. The certificates issued to Warrantholder or its designee shall bear any restrictive legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered in the name of Warrantholder or such other name as shall be designated in said notice. A This Warrant shall be deemed to have been exercised and such stock certificate or stock certificates on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and such holder Holder or any other Person person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date that such noticethe Warrant has been exercised by payment to the Company of the Exercise Price. A “Date of Exercise” means the date on which the Holder shall have delivered to Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), together with appropriately completed and duly signed and (ii) payment of the aggregate Exercise Price and the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, is received by the Company as aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in part, the Company shall, at the time of delivery of the stock certificates, deliver to the holder thereof a new Warrant Certificate evidencing the Warrants that were not exercised or surrendered, which shall in all respects (other than as to for the number of Warrants evidenced thereby) be identical to the Warrant Certificate being exercised. Any Warrant Certificates surrendered upon exercise of Warrants shall be canceled Shares so indicated by the CompanyHolder to be purchased.