Common use of Exercise and Payment Clause in Contracts

Exercise and Payment. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise the purchase rights represented by this Warrant may be madethe Warrants, in whole or in part, at any time or times during on or before the period commencing on the Initial Exercise Expiration Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) by delivery delivering to the Company of Warrant Agent, a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall Notwithstanding any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing provision in this Section 2(a)Agreement, a holder whose interest in this a Global Warrant is a beneficial interest in certificate(s) representing this Warrant a Global Certificate held in book-entry form through the DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to the DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, and complying with the procedures to effect exercise that are required by the DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to . The Company acknowledges that the terms of bank accounts maintained by the Warrant Agent Agreementin connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. The “Exercise Date” will be the first Business Day on which the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. If the materials discussed in which this Section 3.3.1 are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Company will be returned to the Holder or Participant, as the case this sentence shall not applymay be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent or the Company in respect of an exercise or attempted exercise of the Warrants.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of Warrant Agent (with a duly executed facsimile copy (or e-mail attachmentto the Company) of the Notice of Exercise in the form annexed as Exhibit A hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this such Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) the Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Initial Exercise Date and terminating at 5:00 P.M., New York City time on or before close of business on the Termination Expiration Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a)3.3.1, a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise Subject to the provisions of this Warrant, the purchase rights represented by Holder may exercise this Warrant may be madeby delivering, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at not later than 5:00 P.M., New York City time time, on any Business Day during the Termination Date Exercise Period (the “Exercise PeriodDate”) by delivery to the Company at its office designated for such purpose (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or or.pdf copy via e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined belowin Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the unpaid portion of the aggregate Exercise Price for the shares Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding If any of (A) the Warrant, (b) the executed Notice of Exercise or (C) the Exercise Price therefor, and all applicable taxes and charges due in connection therewith, is received by the Company after 5:00 P.M., New York City time, on any date, or on a date that is not a Business Day, the Warrant with respect thereto will be deemed to have been received and exercised on the Business Day next succeeding such date. For the avoidance of doubt, the “Exercise Date” will be the date the materials in the foregoing in this Section 2(asentence are received by the Company (if by 5:00 P.M., New York City time), a holder whose interest in this or the following Business Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. If the Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (received or another established clearing corporation performing similar functions)deemed to be received after the Expiration Date, shall effect exercises made pursuant the exercise thereof will be null and void and any funds delivered to this Section 2(a) by delivering the Company will be returned to DTC (or such other clearing corporationthe Holder, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporationcase may be, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant soon as practicable. In no event will interest accrue on any funds delivered to the terms Company in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of any Warrant will be determined by the Company in its sole discretion and such determination will be final and binding upon the Holder. The Company shall not have any obligation to inform a Holder of the Warrant Agent Agreement, in which case this sentence shall not applyinvalidity of any exercise of Warrants.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver deliver, in accordance with the payment instructions in the Notice of Exercise, the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one two (12) Trading Day Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, notwithstanding when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Initial Exercise Date and terminating at 5:00 P.M., New York City time on or before close of business on the Termination Expiration Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of Warrant Agent (with a duly executed facsimile copy (or e-mail attachmentto the Company) of the Notice of Exercise in the form annexed attached as Exhibit A to the Definitive Certificate attached hereto as Annex B (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this such Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during on or after the period commencing Issuance Date and on or before close of business on the Initial Exercise Expiration Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within the earlier of three (i) two (23) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a)3.3.1, a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Initial Exercise Date and terminating at 5:00 P.M., New York City time on or before close of business on the Termination Expiration Date (“Exercise Period”) by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”)as Annex B hereto. Within the earlier of three (i) two (23) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during on or after the period commencing Issuance Date and on or before close of business on the Initial Exercise Expiration Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a)3.3.1, a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver deliver, in accordance with the payment instructions in the Notice of Exercise, the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, notwithstanding when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. Exercise (a) Subject to the provisions of the purchase rights represented by this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may be madeexercise Warrants by delivering to the Warrant Agent, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at not later than 5:00 P.M., New York City time Eastern Standard Time, on any business day during the Termination Date Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Exercise Period”i) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within No later than one (1) Trading Day following delivery of an Election to Purchase, the earlier Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) two (2A) Trading Days surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise. , deliver to the Company the Exercise Price for each Warrant to be exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: [WIRE/PAYMENT INFORMATION FOR COMPANY] No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant the Warrants to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Election to Purchase within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding Any person so designated by the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC Holder (or another established clearing corporation performing similar functions)a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, shall effect exercises made pursuant to this Section 2(a) by delivering to DTC provided that the Holder (or such other clearing corporation, as applicableParticipant on behalf of the Holder) makes delivery of the appropriate instruction form for exercise, complying with deliverables referenced in the procedures immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to effect exercise that are required by DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant deliverables on or prior to the terms Trading Day following delivery of the Warrant Agent AgreementElection to Purchase, in which case this sentence such Election to Purchase shall not applybe void ab initio.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during on or after the period commencing Issuance Date and on or before close of business on the Initial Exercise Expiration Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) the Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a)3.3.1, a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes for Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of Warrant Agent (with a duly executed facsimile copy (or e-mail attachmentto the Company) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this such Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M.p.m., New York City time on the Termination Date (“Exercise Period”) by delivery to the Company Warrant Agent of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer transfer, bank drafts or cashier’s or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during on or after the period commencing Issuance Date and on or before close of business on the Initial Exercise either the Unit A Expiration Date and terminating at 5:00 P.M., New York City time on or the Termination Unit B Expiration Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c3.3.7 below (solely with respect to the Unit A Warrants) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one three (13) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a)3.3.1, a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the office of the Warrant Agent, or at the office of its successor as Warrant Agent, and to the Company of a duly executed facsimile copy or PDF copy submitted by email (or e-mail email attachment) of the Notice of Exercise in the form annexed attached hereto as Annex B (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank to the Company unless the cashless exercise procedure specified in Section 2(c) 4.3.8 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this the Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the applicable Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver, or cause to be delivered, the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the applicable Initial Exercise Date, and the applicable Initial Exercise Date shall be the Warrant Share Delivery Date (as defined below) for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) the Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during on or after the period commencing Issuance Date and on or before close of business on the Initial Exercise Expiration Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one three (13) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a)3.3.1, a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Initial Exercise Date and terminating at 5:00 P.M., New York City time on or before close of business on the Termination Expiration Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a)3.3.1, a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) the Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during on or after the period commencing Issuance Date and on or before close of business on the Initial Exercise Expiration Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) the Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a)3.3.1, a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes for Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) Warrant Agent of the Notice of Exercise in the form annexed Exhibited as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver deliver, in accordance with the payment instructions in the Notice of Exercise, the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, notwithstanding when the applicable Warrant Shares are delivered to such holder.

Exercise and Payment. Exercise (a) Subject to the provisions of the purchase rights represented by this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may be madeexercise Warrants by delivering to the Warrant Agent, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at not later than 5:00 P.M., New York City time Eastern Standard Time, on any business day during the Termination Date Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Exercise Period”i) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto included in Annex B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within No later than one (1) Trading Day following delivery of an Election to Purchase, the earlier Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) two (2A) Trading Days surrender the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds. Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant the Warrants to the Company Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the CompanyWarrant Agent. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding ____________ 1 Insert Date of Issuance. Any person so designated by the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC Holder (or another established clearing corporation performing similar functions)a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, shall effect exercises made pursuant to this Section 2(a) by delivering to DTC provided that the Holder (or such other clearing corporation, as applicableParticipant on behalf of the Holder) makes delivery of the appropriate instruction form for exercise, complying with deliverables referenced in the procedures immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to effect exercise that are required by DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant deliverables on or prior to the terms Trading Day following delivery of the Warrant Agent AgreementElection to Purchase, in which case this sentence such Election to Purchase shall not applybe void ab initio.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company or the Warrant Agent of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Exercise, in the form annexed forms attached hereto as Annex C-1 (with respect to the Series A Warrants) and Annex C-2 (with respect to the Series B Warrants) (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial Exercise Date, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms 1 Date of the Warrant Agent Agreement, in which case this sentence shall not apply.closing

Exercise and Payment. Exercise (a) Subject to the provisions of the purchase rights represented by this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may be madeexercise Warrants by delivering to the Warrant Agent, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at not later than 5:00 P.M., New York City time Eastern Standard Time, on any business day during the Termination Date Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Exercise Period”i) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within No later than one (1) Trading Day following delivery of an Election to Purchase, the earlier Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) two (2A) Trading Days surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: BULLFROG AI HOLDINGS, INC. Bank Name: [____] Routing (ABA)#: [____] Beneficiary Account Name: Bullfrog AI Holdings, Inc. Beneficiary Account Number:[_______] No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant the Warrants to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Election to Purchase within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding Any person so designated by the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC Holder (or another established clearing corporation performing similar functions)a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, shall effect exercises made pursuant to this Section 2(a) by delivering to DTC provided that the Holder (or such other clearing corporation, as applicableParticipant on behalf of the Holder) makes delivery of the appropriate instruction form for exercise, complying with deliverables referenced in the procedures immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to effect exercise that are required by DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant deliverables on or prior to the terms Trading Day following delivery of the Warrant Agent AgreementElection to Purchase, in which case this sentence such Election to Purchase shall not applybe void ab initio.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during on or after the period commencing Issuance Date and on or before close of business on the Initial Exercise Expiration Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). The Company shall as soon as practicable thereafter notify the Warrant Agent of the exercise by delivery to the Warrant Agent of the Notice of Exercise. Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant Certificate to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). In such case, subject the rights of any beneficial owner in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a Participant through the DTC system, except to the extent set forth herein or in the Global Certificate, and the Warrant Agent shall give effect to the written certification, proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in such Warrant. Following any receipt by the Company of a notice of exercise through the DTC system, the Company shall as soon as practicable thereafter provide written notice to the Warrant Agent of such exercise. The foregoing paragraph is subject, however, to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the this Warrant Agent Agreement, in which case this sentence paragraph shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver deliver, in accordance with the payment instructions in the Notice of Exercise, the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. Exercise (a) Subject to the provisions of the purchase rights represented by this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may be madeexercise Warrants by delivering to the Warrant Agent, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at not later than 5:00 P.M., New York City time Time, on any Business Day during the Termination Date Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Exercise Period”i) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto included in Exhibit C to this Warrant Agreement or (ii) in the case of a Tradeable Warrant, via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within No later than one (1) Trading Day following delivery of an Election to Purchase, the earlier Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) two (2A) Trading Days surrender the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise. , deliver to the Company the Exercise Price for each Warrant to be exercised, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: [*] No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant the Warrants to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Election to Purchase within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding Any Person so designated by the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC Holder (or another established clearing corporation performing similar functions)a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, shall effect exercises made pursuant to this Section 2(a) by delivering to DTC provided that the Holder (or such other clearing corporation, as applicableParticipant on behalf of the Holder) makes delivery of the appropriate instruction form for exercise, complying with deliverables referenced in the procedures immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to effect exercise that are required by DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant deliverables on or prior to the terms Trading Day following delivery of the Warrant Agent AgreementElection to Purchase, in which case this sentence such Election to Purchase shall not applybe void ab initio.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer transfer, bank drafts or cashier’s or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Initial Exercise Date and terminating at 5:00 P.M., New York City time on or before close of business on the Termination Expiration Date (“Exercise Period”) by delivery to the Company Warrant Agent, with a copy to the Company, of a duly executed facsimile copy (or e-mail email attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, if the Warrant is certificated, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such noticenotice from the Warrant Agent. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Initial Exercise Date and terminating at 5:00 P.M., New York City time on or before Close of Business on the Termination Expiration Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such noticenotice by the Warrant Agent. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. Exercise (a) Subject to the provisions of the purchase rights represented by this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may be madeexercise Warrants by delivering to the Warrant Agent, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at not later than 5:00 P.M., New York City time Eastern Standard Time, on any business day during the Termination Date Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Exercise Period”i) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within No later than one (1) Trading Day following delivery of an Election to Purchase, the earlier Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) two (2A) Trading Days surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise. , deliver to the Company the Exercise Price for each Warrant to be exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: [WIRE/PAYMENT INFORMATION FOR COMPANY] No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant the Warrants to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Election to Purchase within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding 1 Insert Date of Issuance Any person so designated by the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC Holder (or another established clearing corporation performing similar functions)a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, shall effect exercises made pursuant to this Section 2(a) by delivering to DTC provided that the Holder (or such other clearing corporation, as applicableParticipant on behalf of the Holder) makes delivery of the appropriate instruction form for exercise, complying with deliverables referenced in the procedures immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to effect exercise that are required by DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant deliverables on or prior to the terms Trading Day following delivery of the Warrant Agent AgreementElection to Purchase, in which case this sentence such Election to Purchase shall not applybe void ab initio.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) the Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercisebank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. Exercise of the purchase rights represented A Holder may exercise a Warrant by this Warrant may be madedelivering, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at not later than 5:00 P.M.p.m., New York City time time, on any Business Day during the Termination Date Exercise Period (the “Exercise PeriodDate”) by delivery to the Company of Warrant Agent at its corporate trust department a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise an election to purchase Warrant Shares underlying such Warrant in the form annexed hereto included on the reverse side of the applicable Warrant Certificate (the an “Notice of ExerciseElection to Purchase”). Within the earlier of three (i) two (23) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the applicable Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise Election to Purchase by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.9 below is specified in the applicable Notice of ExerciseElection to Purchase. No ink-original Notice of Exercise Election to Purchase shall be required. Unless Warrant Shares, nor shall any or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the exercising Holder, no medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form shall be required. Notwithstanding anything herein to the contrary, the a Holder shall not be required to physically surrender this such Holder’s Warrant Certificate to the Company until the such Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Holder’s Warrant Certificate to the Company for cancellation within three (3) Trading Days of the date that the final Notice of Exercise Election to Purchase is delivered to the Company. Partial exercises of this any Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Election to Purchase within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during on or after the period commencing Issuance Date and on or before close of business on the Initial Exercise Expiration Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) the Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. Exercise (a) Subject to the provisions of the purchase rights represented by this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may be madeexercise Warrants by delivering to the Warrant Agent, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at not later than 5:00 P.M., New York City time Eastern Standard Time, on any business day during the Termination Date Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Exercise Period”i) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within No later than one (1) Trading Day following delivery of an Election to Purchase, the earlier Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) two (2A) Trading Days surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise. , deliver to the Company the Exercise Price for each Warrant to be exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant the Warrants to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Election to Purchase within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding Any person so designated by the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC Holder (or another established clearing corporation performing similar functions)a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, shall effect exercises made pursuant to this Section 2(a) by delivering to DTC provided that the Holder (or such other clearing corporation, as applicableParticipant on behalf of the Holder) makes delivery of the appropriate instruction form for exercise, complying with deliverables referenced in the procedures immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to effect exercise that are required by DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant deliverables on or prior to the terms Trading Day following delivery of the Warrant Agent AgreementElection to Purchase, in which case this sentence such Election to Purchase shall not applybe void ab initio.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) the Warrant Agent of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified set forth in Section 2(c) below 3.3.6 is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of Warrant Agent (with a duly executed facsimile copy (or e-mail attachmentto the Company) of the Notice of Exercise in the form annexed as Exhibit A hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Ordinary Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this such Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of Warrant Agent (with a duly executed facsimile copy (or e-mail attachmentto the Company) of the Notice of Exercise in the form annexed as Exhibit A hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank to the Company unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this such Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Initial Exercise Date and terminating at 5:00 P.M., New York City time on or before close of business on the Termination Expiration Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a)3.3.1, a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver deliver, in accordance with the payment instructions in the Notice of Exercise, the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agency Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such Warrant, notwithstanding when the applicable Warrant Shares are delivered to such holder. 1 NTD: Exercise price will be [●]% of the closing price of a share of common stock on NASDAQ on the date of the Underwriting Agreement.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Initial Exercise Date and terminating at 5:00 P.M., New York City time on or before close of business on the Termination Expiration Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver deliver, by no later than noon (Eastern Time) on such date, the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise of the purchase rights represented by The Warrant Holder may exercise this Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City from time to time on any Business Day on or prior to the Termination Date (“Exercise Period”) Expiration Date, by delivery delivering to the Company of a duly executed facsimile copy notice (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the a “Notice of Exercise”) in the form of Exhibit A hereto and payment to the Company of the Exercise Amount by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount (a “Cash Exercise”). Within At the earlier election of the Warrant Holder, in lieu of exercising this Warrant by means of a Cash Exercise, the Warrant Holder may exercise this Warrant by way of cashless exercise. If the Warrant Holder elects to exercise this Warrant by way of cashless exercise, the Warrant Holder must indicate “Cashless Exercise” in the Notice of Exercise, and in lieu of paying the Exercise Amount, the Warrant Holder will receive from the Company the number of Warrant Shares equal to: (i) two (2) Trading Days and the number of Warrant Shares as to which this Warrant is being exercised, minus (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and having a value, based on the Warrant has been exercised in full, in which case, Closing Price on the Holder shall surrender this Warrant trading day immediately prior to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchasesexercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount (a “Cashless Exercise”). The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of acknowledges that the provisions of a Cashless Exercise are intended, in part, to ensure that a full or partial exchange of this paragraphWarrant pursuant to such Cashless Exercise will qualify as a conversion, following within the purchase meaning of a portion paragraph (d)(3)(ii) of Rule 144 under the Warrant Shares hereunderSecurities Act. At the request of any Holder, the number Company will accept reasonable modifications to the exchange procedures provided for in this Section 2 in order to accomplish such intent. For all purposes of this Warrant Shares available for purchase hereunder at any given time may be less (other than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a)), a holder whose interest in any reference herein to the exercise of this Warrant is shall be deemed to include a beneficial interest in certificate(s) representing reference to the exchange of this Warrant held into Shares in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying accordance with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applyCashless Exercise.

Exercise and Payment. Exercise Subject to the provisions of this Warrant, the purchase rights represented by Holder may exercise this Warrant may be madeby delivering, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at not later than 5:00 P.M., New York City time time, on any Business Day during the Termination Date Exercise Period (the “Exercise PeriodDate”) by delivery to the Company at its office designated for such purpose (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or or.pdf copy via e-mail attachment) of the Notice of Exercise in the form annexed hereto to the Warrants (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the unpaid portion of the aggregate Exercise Price for the shares Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below the Warrants is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder If any of (A) the Warrant, (b) the executed Notice of Exercise or (C) the Exercise Price therefor, and all applicable taxes and charges due in connection therewith, is received by the Company after 5:00 P.M., New York City time, on any date, or on a date that is not a Business Day, the Warrant with respect thereto will be deemed to have been received and exercised on the Business Day next succeeding such date. For the avoidance of doubt, the “Exercise Date” will be the date the materials in the foregoing sentence are received by the Company (if by 5:00 P.M., New York City time), or the following Business Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. If the Warrant is received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any assigneefunds delivered to the Company will be returned to the Holder, as the case may be, as soon as practicable. In no event will interest accrue on any funds delivered to the Company in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of any Warrant will be determined by acceptance the Company in its sole discretion and such determination will be final and binding upon the Holder. The Company shall not have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination will be made by the Company and the applicable registered holder, and the Warrant Agent may rely upon the instructions of the Company regarding the validity of any exercise of Warrants. The Warrant Agent shall not have any obligation to inform a registered holder of the invalidity of any exercise of Warrants. If the Company believes that an exercise by a registered holder is invalid the Company will promptly notify such registered holder of the such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the Warrant Agent as soon as practicable. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Warrant Agreement to make cashless exercise calculations. The number of shares of Common Stock to be issued on such cashless exercise will be determined by the Company (with written notice thereof to the Warrant Agent) using the formula set forth in Section 3.3.8 of this Warrant, acknowledge and agree that, by reason Warrant Agreement. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of shares of Common Stock to be issued on such exercise, pursuant to Section 3.3.8, is accurate or correct. The Warrant Shares available Agent shall forward funds received for purchase hereunder at any warrant exercises in a given time may be less than month by the amount stated on 5th Business Day of the face hereoffollowing month by wire transfer to an account designated by the Company in writing. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in All funds received by Computershare under this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise Agreement that are required to be distributed or applied by DTC Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or such other clearing corporation, more bank accounts to be maintained by Computershare in its name as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form agent for the Company. Until paid pursuant to the terms of the this Warrant Agent Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard and Poor’s Corporation (LT Local Issuer Credit Rating), Xxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in which case accordance with this sentence paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not applybe obligated to pay such interest, dividends or earnings to the Company, any holder or any other Person.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on or after the Initial Exercise Date and terminating at 5:00 P.M., New York City time on or before close of business on the Termination Expiration Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding the foregoing in this Section 2(a), 3.3.1 a holder whose interest in this a Warrant is a beneficial interest in certificate(s) representing this such Warrant held in book-entry registered form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. Exercise of An option granted hereunder may be exercised, and payment for the purchase rights represented by this Warrant may Common Stock purchased upon such exercise shall be made, as follows. The option may be exercised in whole or in part, part as to any shares of Common Stock that have become exercisable under such option by filing a written notice of exercise with the Secretary of the Company at any time or times during its corporate headquarters prior to the period commencing on date such option expires. Such notice shall specify the Initial Exercise Date number of shares which the option holder elects to purchase and terminating at 5:00 P.M., New York City time on shall be accompanied by either of the Termination Date following: (“Exercise Period”a) by delivery a bank-certified check payable to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee check or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant draft payable to the Company until and acceptable to the Holder has purchased all Secretary) in the amount of the Warrant Shares available hereunder exercise price for the shares of Common Stock being exercised, plus any tax resulting from such exercise that the Company, its parent or subsidiary is required to withhold, as computed by Xxxxxxx and Company's payroll department; or (b) a copy of directions to, or a written acknowledgment from, an "Approved Broker" that the Warrant Approved Broker has been exercised in fulldirected to sell, in which casefor the account of the option holder, shares of Common Stock (or a sufficient portion of such shares) acquired upon exercise of the Holder shall surrender this Warrant option, together with an undertaking by the Approved Broker to remit to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a sufficient portion of the total number sale proceeds to pay the exercise price for the shares exercised plus any tax resulting from such exercise that the Company, its parent or subsidiary is required to withhold, as computed by Xxxxxxx and Company's payroll department. In the case of Warrant Shares available hereunder exercise via method (a), the exercise shall be deemed complete on the Company's receipt of such notice and said check or draft. In the case of exercise via method (b), the exercise shall be deemed complete on the trade date of the sale. The term "Approved Broker" means any one or more securities brokerage firms designated by the Secretary of the Company from time to time. If the Committee, as defined in Section 10 herein, shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder authorized such payment and if the Company shall maintain records showing is not then prohibited from purchasing or acquiring shares of stock, payment may be made in whole or in part with shares of stock of the number Company delivered in lieu of Warrant Shares purchased and cash concurrently with such exercise, the shares so delivered to be valued on the basis of their fair market value on the date of such purchasesexercise. The If the Company shall deliver is required to withhold an amount on account of any objection to any Notice of Exercise within one (1) Trading Day of receipt federal or state income tax imposed as a result of such notice. The Holder exercise, the optionee shall pay any tax resulting from such exercise that the Company, its parent or subsidiary is required to withhold, as computed by Xxxxxxx and any assigneeCompany's payroll department, by acceptance of this Warrant, acknowledge and agree that, by reason check or cash concurrently with exercise of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applyoption.

Exercise and Payment. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company or the Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company or Warrant Agent for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company or Warrant Agent shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company or the Warrant Agent of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Exercise, in the form annexed forms attached hereto as Annex C-1 (with respect to the Series A Warrants) and Annex C-2 (with respect to the Series B Warrants) (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the execution of the Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of Warrant Agent (with a duly executed facsimile copy (or e-mail attachmentto the Company) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company Warrant Agent for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agnet shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderunder a Warrant, the number of Warrant Shares available for purchase hereunder thereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. Exercise of the purchase rights represented by The Warrant Holder may exercise this Warrant may be made, in whole or in part, at any time or times from time to time on any Trading Day during the period commencing beginning on the Initial Exercise Date date that is one year and terminating at 5:00 P.M., New York City time one day from the issuance of this Warrant and ending on the Termination Date (“Exercise Period”) Expiration Date, by delivery delivering to the Company of a duly executed facsimile copy notice (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the a “Notice of Exercise”) in the form of Exhibit A, and payment to the Company of the Exercise Amount by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, which such wire shall be received not later than three Trading Days after the Company receives the Notice of Exercise (a “Cash Exercise”). Within At the earlier election of the Warrant Holder, in lieu of exercising this Warrant by means of a Cash Exercise, the Warrant Holder may exercise this Warrant by way of cashless exercise. If the Warrant Holder elects to exercise this Warrant by way of cashless exercise, the Warrant Holder must indicate “Cashless Exercise” in the Notice of Exercise, and in lieu of paying the Exercise Amount, the Warrant Holder will receive from the Company the number of Warrant Shares equal to: (i) two (2) Trading Days and the number of Warrant Shares as to which this Warrant is being exercised, minus (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and having a value, based on the Warrant has been exercised in full, in which case, Closing Price on the Holder shall surrender this Warrant trading day immediately prior to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchasesexercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount (a “Cashless Exercise”). The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of acknowledges that the provisions of a Cashless Exercise are intended, in part, to ensure that a full or partial exchange of this paragraphWarrant pursuant to such Cashless Exercise will qualify as a conversion, following within the purchase meaning of a portion paragraph (d)(3)(ii) of Rule 144 under the Warrant Shares hereunderSecurities Act. At the request of any Holder, the number Company will accept reasonable modifications to the exchange procedures provided for in this Section 2 in order to accomplish such intent. For all purposes of this Warrant Shares available for purchase hereunder at any given time may be less (other than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a)), a holder whose interest in any reference herein to the exercise of this Warrant is shall be deemed to include a beneficial interest in certificate(s) representing reference to the exchange of this Warrant held into Shares in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying accordance with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applyCashless Exercise.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during on or after the period commencing Issuance Date and on or before close of business on the Initial Exercise either the Unit A Expiration Date and terminating at 5:00 P.M.or the Unit B Expiration Date, New York City time on the Termination Date (“Exercise Period”) as applicable, by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c3.3.7 (solely with respect to the Unit A Warrants) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one three (13) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, will be deemed to acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderunder any Warrant, the number of Warrant Shares available for purchase hereunder under such Warrant at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during on or after the period commencing Issuance Date and on or before close of business on the Initial Exercise either the Unit A Expiration Date and terminating at 5:00 P.M.or the Unit B Expiration Date, New York City time on the Termination Date (“Exercise Period”) as applicable, by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercisebank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one three (13) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, by such acceptance will be deemed to acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderunder any Warrant, the number of Warrant Shares available for purchase hereunder under such Warrant at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Termination Date (“Exercise Period”) Period by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date the Holder delivers the Notice of exercise Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Exercise and Payment. Exercise (a) Subject to the provisions of the purchase rights represented by this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may be madeexercise Warrants by delivering to the Warrant Agent, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at not later than 5:00 P.M., New York City time Eastern Standard Time, on any business day during the Termination Date Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Exercise Period”i) by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Notice of ExerciseElection to Purchase”). Within No later than one (1) Trading Day following delivery of an Election to Purchase, the earlier Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) two (2A) Trading Days surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise. , deliver to the Company the Exercise Price for each Warrant to be exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: [WIRE/PAYMENT INFORMATION FOR COMPANY] No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant the Warrants to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Election to Purchase within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding 1 Insert Date of Issuance. Any person so designated by the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC Holder (or another established clearing corporation performing similar functions)a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, shall effect exercises made pursuant to this Section 2(a) by delivering to DTC provided that the Holder (or such other clearing corporation, as applicableParticipant on behalf of the Holder) makes delivery of the appropriate instruction form for exercise, complying with deliverables referenced in the procedures immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to effect exercise that are required by DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant deliverables on or prior to the terms Trading Day following delivery of the Warrant Agent AgreementElection to Purchase, in which case this sentence such Election to Purchase shall not applybe void ab initio.