Common use of Exercise of Warrant; Conversion of Warrant Clause in Contracts

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to timetime by delivery to the Company at its principal office, Attention: President, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the FundsMaterials, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share, and if this Warrant is partially exercised, a new warrant on the same terms for the unexercised balance of the Warrant Shares. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The date on which the Warrant shall be deemed to have been exercised (the "Effective Date Date"), and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to timetime by delivery to the Company at its office at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: President, or to any transfer agent for the Common Stock, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such registered Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the registered Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As Upon timely receipt of the Exercise Materials, the Company shall, as promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the FundsMaterials, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. , and, (x) if the Warrant is exercised in full, a copy of this Warrant marked "Exercised," or (y) if the Warrant is partially exercised, a copy of this Warrant marked "Partially Exercised" together with a new Warrant on the same terms for the unexercised balance of the Warrant Shares, or (z) if the Warrant is converted, a copy of this Warrant marked "Converted." The stock certificate or certificates shall be registered in the name of the registered Holder of this Warrant or such other name or names as shall be designated in the Exercise Notice or Conversion Notice. The date on which the Warrant shall be deemed to have been exercised or converted (the "Effective Date Date"), and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise or conversion hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company Corporation receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, providedexcept that, however, that if the date on which the Exercise Materials are received by the Company on is a date on which the stock transfer books of the Company are closed, the Effective Date shall be the date the Company receives the Exercise Materials, and the date such person shall be deemed to have become the holder of the Common Stock issued upon the exercise or conversion hereof shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Subject to the limitations described in Section 2(a) above, this Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's ’s election to exercise this Warrant (the "“Exercise Notice"”), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "“Funds"”) payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "“Exercise Materials"”); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred StockStock (“Certificate of Designation”)), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to. Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Subject to the limitations described in Section 2(a) above, this Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise NoticeEXERCISE NOTICE"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "FundsFUNDS") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise MaterialsEXERCISE MATERIALS"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred StockStock ("CERTIFICATE OF DESIGNATION")), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to Section 3 below, without further action on the pal1 of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before time from the Exercise Eligibility Date until 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's ’s election to exercise this Warrant (the "“Exercise Notice"”), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "“Funds"”) payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "“Exercise Materials"”); provided, however, that if this Warrant is shall not have been exercised in whole full immediately prior to a Liquidation Event, then this Warrant shall be deemed to be automatically exercised pursuant to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the consummation by the Company of a Change in Control Liquidation Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and thereafter shall be null and void for all purposes. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. The Company will at no time close its transfer books against the transfer of any Warrant or the issuance of any Warrant Shares issuable upon the exercise of any Warrant in any manner which interferes with the timely exercise of this Warrant. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder Holder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Liquidation Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Liquidation Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens, and charges with respect thereto. (c) This Warrant shall be immediately exercisable for the Conditional Warrant Shares (the “Conditional Warrant Exercise Date”) on July 1, 2012, if (a) the Company has filed less than six (six) Abbreviated New Drug Application (“ANDA”) submissions between January 1, 2011 and June 30, 2012 or (b) if the CAGR of Total Revenue of the Company is less than 50%. For the purposes of the foregoing, the “CAGR of Total Revenue” shall mean the number (expressed as a percentage) calculated as follows: (a) the quotient resulting from dividing (x) the total revenue of the Company for the 12 months ended June 30, 2012 derived from the Company’s financial statements filed with the U.S. Securities and Exchange Commission (the “SEC”) by (y) the total revenue of the Company for the 12 months ended December 31, 2010 as set forth in the Company’s audited financial statements filed with the SEC, (b) shall then be raised to the exponent of 1 divided by 1.5, (c) with the resulting number then subtracted by 1.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to timetime by delivery to the Company at its principal office, Attention: President, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the FundsMaterials, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share, and if this Warrant is partially exercised, a new warrant on the same terms for the unexercised balance of the Warrant Shares. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The date on which the Warrant shall be deemed to have been exercised (the "Effective Date Date"), and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to timetime by delivery to the Company at its principal office, Attention: President, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the FundsMaterials, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share, and if this Warrant is partially exercised, a new warrant on the same terms as that set forth hereto for the unexercised balance of the Warrant Shares. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The date on which the Warrant shall be deemed to have been exercised (the "Effective Date Date"), and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stockbelow), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly as practicable, and . Notwithstanding anything in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered this Warrant Agreement to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Noticecontrary, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, exercised in whole in connection with full immediately prior to a Change in Control Event, the Effective Date then this Warrant shall be automatically exercised pursuant to Section 3 below, without further action on the date part of the consummation by Holder (and the Company Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. All “Change in Control Event” shall mean (i) the acquisition of the Issuer by another entity by means of any transaction or series of related transactions to which the Issuer is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Issuer outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Issuer held by such holders prior to such transaction, at least 50% of Common Stock issued upon the exercise total voting power represented by the voting securities of the Issuer or conversion such surviving entity outstanding immediately after such transaction or series of this Warrant willtransactions; (b) a sale, upon issuancelease or other conveyance of all or substantially all of the assets of the Issuer; or (c) any liquidation, be fully paid and non-assessable and free from all taxesdissolution or winding up of the Issuer, liens, and charges with respect theretowhether voluntary or involuntary.

Exercise of Warrant; Conversion of Warrant. (a) This Subject to the limitations described in Section 2(a) above, this Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise NoticeEXERCISE NOTICE"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "FundsFUNDS") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise MaterialsEXERCISE MATERIALS"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred StockStock ("CERTIFICATE OF DESIGNATION")), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to timetime no sooner than 30 days after the date hereof by delivery to the Company at its office at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: President, or to any transfer agent for the Common Stock, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such registered Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the registered Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") bank wire payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this iii)this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As Upon timely receipt of the Exercise Materials (whichever is applicable), the Company shall, as promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the FundsMaterials, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share, and, (x) if the Warrant is exercised in full, a copy of this Warrant marked "Exercised", or (y) if the Warrant is partially exercised, a copy of this Warrant marked "Partially Exercised" together with a new Warrant on the same terms for the unexercised balance of the Warrant Shares. The stock certificate or certificates shall be registered in the name of the registered Holder of this Warrant or such other name or names as shall be designated in the Exercise Notice. The date on which the Warrant shall be deemed to have been exercised (the "Effective Date Date"), and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, providedexcept that, however, that if the date on which the Exercise Materials are received by the Company on is a date on which the stock transfer books of the Company are closed, the Effective Date shall be the date the Company receives the Exercise Materials, and the date such person shall be deemed to have become the holder of the Common Stock issued upon the exercise hereof shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to timetime by delivery to the Company at its office at 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000 Attention: CFO, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "“Exercise Notice"”), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "“Exercise Materials"”); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the FundsMaterials, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share, and if this Warrant is partially exercised, a new warrant on terms and form substantially identical to the terms and form of this Warrant for the unexercised balance of the Warrant Shares. The stock certificate or certificates shall be registered in the name of Holder. The date on which the Holder or such other name or names as Warrant shall be designated in deemed to have been exercised (the Exercise Notice. The “Effective Date Date”), and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereofexercise, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this All Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock Shares issued upon the exercise or conversion of this Warrant will, upon issuance, be duly and validly issued, fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect theretoto the issuance thereof. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrant, such number of shares of Common Stock issuable upon the exercise of all of the purchase rights under the Warrant. (c) In the event that, during the term of this Warrant, the closing price on the NASDAQ Over-The-Counter Bulletin Board for the Company’s common stock is $0.25 or more per share for a period of twenty (20) consecutive trading days, then the Company, in its sole discretion, may send the Holder a written notice demanding that it exercise this Warrant within thirty (30) business days of the Holder's receipt of such notice (the “Mandatory Exercise Period”). If the Holder fails to notify the Company in writing by on or before 5:00 p.m., Eastern Time on the last day of the Mandatory Exercise Period of the Holder's desire to promptly exercise this Warrant, then this Warrant shall expire.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, beginning on the Initial Exercise Date, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise NoticeEXERCISE NOTICE"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "FundsFUNDS") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise MaterialsEXERCISE MATERIALS"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in of Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred StockStock ("CERTIFICATE OF DESIGNATION")), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, hereof provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder Holder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, exercised in whole in connection with a Change in of Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in of Control Event, at the time immediately prior to the consummation of such Change of Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before time from the Exercise Eligibility Date until 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's ’s election to exercise this Warrant (the "“Exercise Notice"”), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "“Funds"”) payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "“Exercise Materials"”); provided, however, that if this Warrant is shall not have been exercised in whole full immediately prior to a Liquidation Event, then this Warrant shall be deemed to be automatically exercised pursuant to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the consummation by the Company of a Change in Control Liquidation Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and thereafter shall be null and void for all purposes. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock Warrant Shares issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock Warrant Shares issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. The Company will at no time close its transfer books against the transfer of any Warrant or the issuance of any Warrant Shares issuable upon the exercise of any Warrant in any manner which interferes with the timely exercise of this Warrant. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder Holder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Liquidation Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Liquidation Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to timetime no sooner than 30 days after the date hereof by delivery to the Company at its office at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: President, or to any transfer agent for the Common Stock, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such registered Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the registered Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As Upon timely receipt of the Exercise Materials (whichever is applicable), the Company shall, as promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Fundsor Conversion Materials, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise NoticeNotice , together with cash in lieu of any fraction of a share, and, (x) if the Warrant is exercised in full, a copy of this Warrant marked "Exercised", or (y) if the Warrant is partially exercised, a copy of this Warrant marked "Partially Exercised" together with a new Warrant on the same terms for the unexercised balance of the Warrant Shares. The stock certificate or certificates shall be registered in the name of the registered Holder of this Warrant or such other name or names as shall be designated in the Exercise NoticeNotice . The date on which the Warrant shall be deemed to have been exercised (the "Effective Date Date"), and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, providedexcept that, however, that if the date on which the Exercise Materials are received by the Company on is a date on which the stock transfer books of the Company are closed, the Effective Date shall be the date the Company receives the Exercise Materials, and the date such person shall be deemed to have become the holder of the Common Stock issued upon the exercise hereof shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Subject to the limitations described in Section 2(a) above, this Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Secured Convertible Preferred StockPromissory Notes), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Subject to the limitations described in Section 2(a) above, this Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Series D Convertible Preferred StockStock (“Certificate of Designation”)), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. Notwithstanding anything in this Warrant Agreement to the contrary, if this Warrant shall not have been exercised in full immediately prior to a Change in Control Event, then this Warrant shall be automatically exercised pursuant to Section 3 below, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. The Company shall provide the holder of this Warrant any written materials which the Company is required to send to stockholders in connection with a Change of Control Event at the same time such materials are sent to the stockholders. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise EXERCISE Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "FundsFUNDS") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise MaterialsEXERCISE MATERIALS"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stockbelow), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly as practicable, and . Notwithstanding anything in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the Funds, the Company shall execute or cause to be executed and delivered this Warrant Agreement to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Noticecontrary, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, exercised in whole in connection with full immediately prior to a Change in Control Event, the Effective Date then this Warrant shall be automatically exercised pursuant to Section 3 below, without further action on the date part of the consummation by Holder (and the Company Holder hereof shall be deemed to be a holder of the Common Stock issued upon such automatic exercise), immediately prior to the Change in Control Event, unless at any time on or before such time, the Holder shall notify the Company in writing that no such automatic exercise is to occur. All "Change in Control Event" shall mean (i) the acquisition of the Issuer by another entity by means of any transaction or series of related transactions to which the Issuer is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Issuer outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Issuer held by such holders prior to such transaction, at least 50% of Common Stock issued upon the exercise total voting power represented by the voting securities of the Issuer or conversion such surviving entity outstanding immediately after such transaction or series of this Warrant willtransactions; (b) a sale, upon issuancelease or other conveyance of all or substantially all of the assets of the Issuer; or (c) any liquidation, be fully paid and non-assessable and free from all taxesdissolution or winding up of the Issuer, liens, and charges with respect theretowhether voluntary or involuntary.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to timetime by delivery to the Company at its principal office, Attention: President, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "“Exercise Notice"”), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a wire transfer or check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Noticeor $1.00, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "“Exercise Materials"”); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly as practicable, and in any event within five two (52) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the FundsMaterials, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise NoticeNotice and if this Warrant is partially exercised, together with cash in lieu a new warrant on the same terms for the unexercised balance of any fraction of a sharethe Warrant Shares. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The date on which the Warrant shall be deemed to have been exercised (the “Effective Date Date”), and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to time, time by delivery to the Company on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "“Exercise Notice"”), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, and (ii) a check or other funds payment for the Warrant Shares (“Payment”), as further described in Section 1(b), below (the "Funds"items specified in (i) and (ii) are collectively referred to as the “Exercise Materials”). (b) Payment may be made, at the option of Holder, by check payable to the order of the CompanyCompany or wire transfer, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and . (iiic) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior Notwithstanding any provisions herein to the consummation by contrary, if the Company of a Change in Control Event Fair Market Value (as defined in below) of one share of Common Stock is greater than the Certificate Exercise Price (at the date of Designation designating the rights of the holders of the Convertible Preferred Stockcalculation as set forth below), then immediately following to the consummation extent the Holder does not elect to pay cash or by promissory note upon the Company deemed exercise of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly as practicable, and in any event within five (5) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the FundsWarrant, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become elected to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) in which event the Company shall issue to the holder a number of record shares of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon computed using the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase following formula: Where X= the number of shares with respect of Common Stock to which this Warrant shall not then have been exercised. In be issued to the event that this Warrant is exercised, in whole in connection with a Change in Control Event, holder Y= the Effective Date shall be the date number of the consummation by the Company of such Change in Control Event. All shares of Common Stock deemed purchased under the Warrant for which the Holder is not paying cash A= the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B= Purchase Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, subject to applicable interpretations of the Securities and Exchange Commission, that the Warrant Shares issued upon in a cashless exercise transaction shall be deemed to have been acquired by the exercise or conversion of Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens, and charges with respect theretowas originally issued.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part (but not less than 10,000 warrants per exercise) from time to timetime by delivery to the Company at its principal office, Attention: President, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "“Exercise Notice"”), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a wire transfer or check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Noticeor Ten Thousand Dollars ($10,000), and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "“Exercise Materials"”); provided, however, that if this . If the Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock)part, then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and Exercise Price shall be null and void for all purposesreduced on a pro rata basis. (b) As promptly as practicable, and in any event within five two (52) business days after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the FundsMaterials, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise NoticeNotice and if this Warrant is partially exercised, together with cash in lieu a new warrant certificate on the same terms for the unexercised balance of any fraction of a sharethe Warrant Shares. The stock certificate or certificates shall be registered in the name of Holder. The date on which the Holder or such other name or names as Warrant shall be designated in deemed to have been exercised (the Exercise Notice. The “Effective Date Date”), and the date the person in whose Holder’s name on any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to timetime by delivery to the Company at its principal office, Attention: President, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (payment for the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified ("Payment"), as further described in the Exercise NoticeSection 1(b), below, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) Payment may be made by check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice. (c) As promptly as practicable, and in any event within five (5) business days practicable after the later of (i) its receipt of the Exercise Materials and (ii) the clearing of the FundsMaterials, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share, and if this Warrant is partially exercised, a new warrant on the same terms for the unexercised balance of the Warrant Shares. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The date on which the Warrant shall be deemed to have been exercised (the "Effective Date Date"), and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect thereto.

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to timetime by delivery to the Company at its office at 0000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxxx 00000 Attention: President, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such registered Holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the registered Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the CompanyCorporation, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise Materials"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly This Warrant may, at the option of the Holder, be converted into Common Stock in whole but not in part, if and only if the Average Market Price of one share of Common Stock on the Effective Date (as practicabledefined in Section 1(c) hereof) is greater than the Exercise Price, and by delivery to the Company at the address designated in Section 1(a) above or to any event within five (5) business days after transfer agent for the later of Common Stock, on or before 5:00 p.m. Eastern Time on the Expiration Date, (i) its receipt a written notice of Holder's election to convert this Warrant (the Exercise Materials "Conversion Notice"), properly executed and completed by the registered Holder or an authorized officer thereof, and (ii) this Warrant (the clearing items specified in (i) and (ii) are collectively the "Conversion Materials"). The number of the Funds, the Company shall execute or cause to be executed and delivered shares of Common Stock issuable upon conversion of this Warrant is equal to the Holder a certificate or certificates representing quotient of (x) the product of the number of Warrant Shares specified then issuable upon exercise of this Warrant (assuming an exercise for cash) multiplied by the difference between (A) the Average Market Price on the Effective Date (as such term is defined in Section 1(c) hereof) minus (B) the then effective Exercise NoticePrice divided by (y) the Average Market Price on the Effective Date. As used herein, together with cash in lieu of "Average Market Price" on any fraction of a share. The stock certificate or certificates shall be registered in particular date means the name arithmetic mean of the Holder or such other name or names Closing Bid Prices (as shall be designated in the Exercise Notice. The Effective Date and the date the person in whose name any certificate evidencing defined below) for the Common Stock issued upon for each trading day in the exercise hereof is issued shall be deemed to have become five (5) trading day period ending on the holder of record of such shares, shall be trading day immediately preceding the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books calculation is to be made. As used herein, "Closing Bid Price" means, the last closing bid price of the Common Stock during regular trading hours on the OTC Bulletin Board (the "OTCBB") as reported by Bloomberg Financial Markets ("Bloomberg"), or, if the OTCBB is not the principal trading market for the Common Stock, the last closing bid price during regular trading hours of the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price of the Common Stock in the over-the-counter market on the pink sheets or bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price is reported for the Common Stock by Bloomberg, the last closing trade price of the Common Stock as reported by Bloomberg. If the Closing Bid Price cannot be calculated for the Common Stock on such date on any of the foregoing bases, the Closing Bid Price of the Common Stock on such date shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company are closed(all as appropriately adjusted for any stock dividend, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in partsplit, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of or other similar transaction during such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens, and charges with respect theretoperiod).

Exercise of Warrant; Conversion of Warrant. (a) This Warrant may, at the option of the Holder, be exercised in whole or in part from time to timetime by delivery to the Company at its office at Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: President, on or before 5:00 p.m., Eastern Time, on the Expiration Date, by delivery to the Company at its principal office (i) a written notice of such Holder's election to exercise this Warrant (the "Exercise NoticeEXERCISE NOTICE"), which notice may shall be in the form of the Notice of Exercise attached hereto, properly executed and completed by the Holder or an authorized officer thereof, (ii) a check or other funds (the "Funds") payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by MULTIPLIED BY the number of Warrant Shares specified in the Exercise Notice, and AND (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the "Exercise MaterialsEXERCISE MATERIALS"); provided, however, that if this Warrant is not exercised in whole immediately prior to the consummation by the Company of a Change in Control Event (as defined in the Certificate of Designation designating the rights of the holders of the Convertible Preferred Stock), then immediately following the consummation by the Company of such Change in Control Event, this Warrant will not be exercisable and shall be null and void for all purposes. (b) As promptly as practicableNotwithstanding anything else contained in this Warrant, the exercise of this Warrant and in any event within five (5) business days after the later purchase of Warrant Shares is subject to the following restrictions: (i) its receipt the Holder may purchase up to _____ Warrant Shares at any time prior to the Expiration Date at $____ per share; (c) Upon delivery of the an Exercise Materials and (ii) the clearing of the FundsNotice to Company, the Company shall execute or cause to be executed and delivered to the Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice, together with cash in lieu of any fraction of a share, and if this Warrant is partially exercised, a new warrant on the same terms for the unexercised balance of the Warrant Shares. The stock certificate or certificates shall be registered in the name of the Holder or such other name or names as shall be designated in the Exercise Notice. The Effective Date date on which the Warrant shall be deemed to have been exercised (the "EFFECTIVE DATE"), and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, providedPROVIDED, howeverHOWEVER, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In the event that this Warrant is exercised, in whole in connection with a Change in Control Event, the Effective Date shall be the date of the consummation by the Company of such Change in Control Event. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and non-assessable nonassessable and free from all taxes, liens, and charges with respect thereto.