Common use of Delivery of Warrants Clause in Contracts

Delivery of Warrants. (a) On the first Disbursement Date, the Borrower shall issue to the Lenders Warrants to purchase 1,500,000 shares of Common Stock at an initial Exercise Price (as defined in the Warrants) of $10.34. (b) Concurrently with each of the second, third and fourth Disbursements, the Borrower shall issue to Lenders (i) Warrants to purchase one million (1,000,000) shares of Common Stock in the form annexed hereto as Exhibit D at an initial Exercise Price equal to 125% of the average Volume Weighted Average Price (as defined in subsection (c) below) of the Common Stock for the fifteen (15) Trading Days following receipt by the Borrower of a Disbursement Request. (c) As used herein, the “Volume Weighted Average Price” for any security as of any date means the volume weighted average sale price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) on The NASDAQ Global Market (“NASDAQ”) as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by holders of a majority in interest of the Warrants and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for such security, the volume weighted average sale price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for such security, then the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security that are listed in the over the counter market by the Financial Industry Regulatory Authority or in the “pink sheets” by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for such security for such date in the manner provided above, the volume weighted average price shall be the fair market value as mutually determined by the Borrower and the Holders of a majority in interest of the Warrants being Exercised for which the calculation of the volume weighted average price is required in order to determine the Exercise Price of such Warrants. “Trading Day” shall mean any day on which the Common Stock is traded for any period on NASDAQ, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

Delivery of Warrants. (a) On As of the first Disbursement Datedate hereof, the Borrower shall issue to the Lenders Warrants to purchase 1,500,000 an aggregate of 12,500,000 shares of Common Stock at an initial Exercise Price (as defined in the Warrants) of $10.341.41 (the “Initial Exercise Price”). (b) Concurrently with each of the second, third and fourth DisbursementsDisbursement, the Borrower shall issue to Lenders (i) Warrants to purchase one million (1,000,000) an aggregate number of shares of Common Stock equal to the dollar amount of such Disbursement divided by ten (10). The Warrants issued pursuant to this Section 2.10 shall be in the form annexed hereto as Exhibit D and shall be issued at an initial Exercise Price equal to 125% the greater of the average Volume Weighted Average Initial Exercise Price and the Closing Price for shares of Common Stock on the Trading Day immediately preceding the date of such Disbursement. The Term (as defined in the Warrants) for Warrants issued pursuant to this subsection (cb) below) shall end on 5:00 p.m. New York City time on the sixth anniversary of the Common Stock for the fifteen (15) Trading Days following receipt by the Borrower date of a Disbursement Requestthis Agreement. (c) As used herein, the “Volume Weighted Average Price” Closing Price for any security Common Stock as of any date means the volume weighted average closing sale price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York City time)) on The NASDAQ Global Market (“NASDAQ”) as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by holders of a majority in interest of the Warrants and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for such securityCommon Stock, the volume weighted average closing sale price of such security Common Stock on the principal securities exchange or trading market where Common Stock is listed. (d) All Warrants issued pursuant to this Section 2.10 shall be allocated among the Lenders as set forth on Schedule 1. (e) Notwithstanding anything herein to the contrary, the number of shares of Common Stock into which a Warrant is exercisable on any relevant issue date pursuant to subsection (b) above shall be adjusted to reflect any adjustments in the number of shares of Common Stock into which such security Warrant is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for exercisable that would have taken effect pursuant to the terms of the Warrant had such security, then Warrant been issued on the last closing trade price date hereof and remained outstanding through the date of such security issuance. (f) If at any time after the date of this Agreement for so long as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloombergany Warrants issuable pursuant to this Agreement (the “Agreement Warrants”) are outstanding, the average Borrower issues or sells any shares of Common Stock (a “Borrower Issuance”), the Company shall issue Warrants (“New Warrants”) to the Lenders, concurrently with each such Borrower Issuance exercisable into a number of shares of Common Stock equal to (i) the number of shares of Common Stock issued in such Borrower Issuance, other than Excluded Shares, multiplied by (ii) the Warrant Percentage multiplied by the Outstanding Debt Percentage. Any New Warrants issued shall be in the form of Exhibit D hereto except that the “Exercise Price” thereunder shall be equal to the greater of the bid prices of any market makers for such security that are listed in the over the counter market by the Financial Industry Regulatory Authority or in the “pink sheets” by the National Quotation Bureau, Inc. If the Volume Weighted Average Initial Exercise Price cannot be calculated for such security for such date in the manner provided above, the volume weighted average price shall be the fair market value as mutually determined by the Borrower and the Holders of a majority in interest of the Warrants being Exercised for which the calculation of the volume weighted average price is required in order to determine the Exercise Closing Price of such Warrants. “Trading Day” shall mean any day on which the Common Stock is traded for any period on NASDAQ, or on the principal securities exchange or other securities market date prior to the Borrower Issuance. The Term (as defined in the Warrants) for New Warrants issued pursuant to this subsection (f) shall end on which 5:00 p.m. New York City time on the Common Stock is then being traded.sixth anniversary of the date of this Agreement. For purposes hereof:

Delivery of Warrants. (a) On the first Disbursement Datedate hereof, the Borrower shall issue to the Lenders Warrants to purchase 1,500,000 an aggregate of 3,750,000 shares of Common Stock at an initial Exercise Price (as defined in the Warrants) of $10.343.13. (b) Concurrently with each of the second, third and fourth DisbursementsDisbursement, the Borrower shall issue to Lenders (i) Warrants to purchase one million three hundred thousand (1,000,000300,000) shares of Common Stock in the form annexed hereto as Exhibit D at C containing an initial Exercise Price equal to 125120% of the average of the Volume Weighted Average Price (as defined in subsection (c) below) of the Common Stock for each of the fifteen (15) consecutive Trading Days beginning with the first full Trading Day following receipt by the Borrower Lenders of a Disbursement Request. (c) As used herein, the “Volume Weighted Average Price” for any security the Common Stock as of any date means the volume weighted average sale price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)regular hours trading) of the Common Stock on The the NASDAQ Global Select Market (“NASDAQ”) as reported by, or based upon data reported by, by Bloomberg Financial Markets L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by holders of a majority in interest of the Warrants Lenders and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for such securitythe Common Stock, the volume weighted average sale price of such security the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where such security the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for such securitythe Common Stock, then the last closing trade price of such security the Common Stock as reported by Bloomberg, or, if no last closing trade trading price is reported for such security the Common Stock by Bloomberg, the average of the bid prices of any market makers for such security that are listed the Common Stock in the over the counter market maintained by the Financial Industry Regulatory Authority Authority, Inc. or in the “pink sheets” maintained by the National Quotation BureauPink OTC Market, Inc. If the Volume Weighted Average Price cannot be calculated for such security for the Common Stock on such date in the manner provided above, the volume weighted average price Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower Lenders and the Holders of a majority in interest of the Warrants being Exercised for which the calculation of the volume weighted average price is required in order to determine the Exercise Price of such Warrants. “Trading Day” shall mean any day on which the Common Stock is traded for any period on NASDAQ, or on the principal securities exchange or other securities market on which the Common Stock is then being tradedBorrower.

Delivery of Warrants. (a) On the first Disbursement DateUpon satisfaction of each condition set forth in Exhibit C, the Borrower shall issue to the Lenders Lenders, on the date such condition has been satisfied, Warrants to purchase 1,500,000 the number of shares of its Common Stock at an initial Exercise Price (as defined set forth opposite such condition and in the Warrants) proportions set forth therein (such amounts of $10.34. (b) Concurrently with each of the second, third and fourth DisbursementsCommon Stock, the Borrower “Exercise Shares”). Except as set forth below, the Warrants shall issue to Lenders (i) Warrants to purchase one million (1,000,000) shares of Common Stock be in the form annexed hereto as Exhibit D at an initial C-1. The Exercise Price equal to 125(as such term is defined in the Warrants) of each Warrant shall be (i) $5.13 in the case of the Warrants issued on the date of this agreement and (ii) in the case of the other Warrants 120% of the average of the “Volume Weighted Average Price (as defined in subsection (c) below) Price” of the Common Stock for each of the fifteen (15) Trading Days following receipt by 15 consecutive trading days ending on the Borrower trading day immediately preceding the date of a Disbursement Request. (c) issuance. As used herein, the “Volume Weighted Average Price” for any security the Common Stock as of any date means the daily volume weighted average sale price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on The the NASDAQ Global Market (“NASDAQ”) as reported by, or based upon data reported by, by Bloomberg Financial Markets L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by holders of a majority in interest of the Warrants Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for such securitythe Common Stock, the volume weighted average sale price of such security the Common Stock on the principal securities exchange or trading market where such security the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for such securitythe Common Stock, then the last closing trade price of such security the Common Stock as reported by Bloomberg, or, if no last closing trade price is reported for such security the Common Stock by Bloomberg, the average of the bid prices of any market makers for such security that are listed the Common Stock in the over the counter market maintained by the Financial Industry Regulatory Authority National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for such security for the Common Stock on such date in the manner provided above, the volume weighted average price Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower and Deerfield Private Design. If any of the Holders Lenders or any transferee of a majority Warrant delivers to the Borrower the written notice referred to in interest Section 1 of the Warrant annexed hereto as Exhibit C-1, then all Warrants being Exercised for which thereafter issued to such Lender or such transferee shall be in the calculation of the volume weighted average price is required in order to determine the Exercise Price of such Warrants. “Trading Day” shall mean any day on which the Common Stock is traded for any period on NASDAQ, or on the principal securities exchange or other securities market on which the Common Stock is then being tradedform annexed hereto at Exhibit C-2.