Common use of Exercise of Warrants; Exercise Price; Expiration Date Clause in Contracts

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate). The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date (as such term is defined in the Warrant Certificate). Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificate, to the Warrant Agent at the office of the Warrant Agent designated for such purpose. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing upon the earlier of (i) the Expiration Date or (ii) the date on which the Initial Exercisability Date average VWAP for the Common Stock for the consecutive 30 Trading Days immediately prior to such date is greater than or equal to $15.00 (as such term is defined in adjusted for stock splits, stock dividends, combinations, reclassifications and similar events) (the Warrant Certificate"Effective Date"). The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date. The period between the Effective Date and the Close of Business on the Expiration Date (is referred to herein as such term is defined in the Warrant Certificate)"Exercise Period". Subject to the foregoing and to Section 7(b) belowforegoing, the a Holder of may exercise a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificateby delivering, if requirednot later than 5:00 p.m., with the executed Exercise Notice and payment of New York City time, on any Business Day during the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificate, Period to the Warrant Agent at the office of the Warrant Agent designated for such purpose. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(aits corporate trust department (i) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), evidencing the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares Warrants to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable taxexercised, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global WarrantBook-Entry Warrant Certificate, the delivery Warrants to be exercised (the "Book-Entry Warrants") shown on the records of the executed Exercise Notice and the payment of the Exercise Price pursuant Depository to Section 1(a) an account of the Warrant Certificate (other than Agent at the Depository designated for such purpose in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an "Election to Purchase"), properly completed and executed by the Holder by crediting on the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) reverse of the Warrant CertificateCertificate or, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless ExerciseBook-Entry Warrant Certificate, if any Holder fails to duly deliver payment to properly delivered by the Warrant Agent of an amount equal to Participant in accordance with the aggregate Depository's procedures, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the Warrant Shares to be purchased upon exercise United States of such Holder’s Warrant as set forth America by certified or official bank check or by bank wire transfer in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent. (d) immediately available funds. The Warrant Agent shall promptly deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose purpose. The date on which any Warrant is exercised or deemed to have been exercised (in accordance with Section 6(b), as applicable) is referred to as the "Exercise Date." (b) If any of (i) the Warrant Certificate or the Book-Entry Warrants, (ii) the Election to such other account Purchase, or (iii) the Exercise Price therefor, is received by the Warrant Agent after 5:00 p.m., New York City time, the Warrants will be deemed to be received and exercised on the immediately succeeding Business Day. If the date specified as directed the exercise date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Close of Business on the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in writingits sole discretion and such determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of any Warrants. (c) and shall The Warrant Agent shall, by 11:00 a.m., New York City time, on the Business Day following the Exercise Date of any Warrant, advise the Company via email at or the end transfer agent and registrar in respect of (i) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each day Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. (d) The Company shall, by 5:00 p.m., New York City time, on which the third Business Day next succeeding the Exercise Notices are received or funds for the exercise Date of any Warrant are received and the clearance of the amount so deposited funds in payment of the aggregate Exercise Price, execute, issue and deliver to its accountthe Warrant Agent, the Warrant Shares to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 p.m., New York City time, on the fourth Business Day next succeeding such Exercise Date, transmit such Warrant Shares to, or upon the order of, such Holder. (e) In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise of any Warrants, provided the Company's transfer agent is participating in the Depository's Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant, as the case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. (f) Notwithstanding the foregoing, the Company shall not be obligated to deliver any Warrant Shares pursuant to the exercise of a Warrant unless (i) a registration statement under the Securities Act with respect to the Warrant Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the Warrant Shares issuable upon exercise of the Warrants is available for delivery to the Holders or (ii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Holder resides. Warrants may not be exercised by, or securities issued to, any Holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the Securities Act with respect to the Warrant Shares is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Holder in any state, the Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. The Company agrees to use its best efforts to maintain the effectiveness of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon a registration statement under the request Securities Act of the Holder, Warrant Shares and ensure that a new Warrant Certificate evidencing the number of Warrants equivalent prospectus is available for delivery to the number Holders until the expiration of the Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereofthis Warrant Agreement. In addition, the Company agrees to use its best efforts to register the Warrant Shares under the blue sky laws of the states of residence of exercising Holders, if permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)upon their date of issuance, subject to Section 6(d) below. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date August 31, 2016, subject to any adjustment pursuant to Section 6(e) below (as such term is defined in adjusted, the Warrant Certificate“Expiration Date”). Subject to the foregoing and to Section 7(b6(b) below, the a Holder of a Warrant may exercise the Warrants evidenced by such Holder’s Warrant Certificate(s) in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment form of election to purchase on the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificatereverse thereof duly executed, to the Warrant Agent at the principal office of the Warrant Agent in Canton, Massachusetts or to the office of one of its agents as may be designated for such purpose. In by the case of the Holder of a Global WarrantWarrant Agent from time to time, the Holder shall deliver the executed Exercise Notice and the together with payment of the Exercise Price pursuant Price, which may be made, at the option of the Holder, in cash in United States dollars or by certified or official bank check, to Section 1(a) the principal office of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by Agent where the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise PriceCertificate is being surrendered. No ink-original Exercise Notice payment or adjustment shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) made on account of any Exercise Notice be requireddistributions or dividends on the Common Stock issued upon exercise of a Warrant. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant CertificateDate, with the executed Exercise Notice and form of election to purchase duly executed, accompanied by payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, for the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, tax or governmental charge referred to in Section 6 by wire transfer5(a) in cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein)Company, the Warrant Agent shall thereupon promptly (i) requisition from any transfer agent of the Common Stock certificates for the number of whole shares of Common Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests and (ii) after receipt of such certificates, cause the Warrant Shares underlying such Warrant Certificate or Global Warrant same to be delivered to or upon the order of the Holder of such Warrant Certificate or Global WarrantCertificate, registered in such name or names as may be designated by such Holder, no later than . Any such delivery that occurs on a day that is not a Business Day or is received after the Share Delivery Date (as such term is defined in Close of Business on any given Business Day shall be deemed received and exercised on the Warrant Certificate)next succeeding Business Day. If Upon receipt by the Company is then of a participant in Warrant Certificate at the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that principal office of the Warrant Agent. Notwithstanding anything else , with the form of election to purchase duly executed, and payment of the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate applicable Exercise Price of as required hereby, the Warrant Shares to be purchased upon exercise Holder of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date Certificate shall be deemed extended by one Business Day for each Business Day (to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or part thereof) until that certificates representing such payment is shares of Common Stock shall not then be actually delivered to the Warrant Agentsuch Holder. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (ec) In case the a Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may shall be issued by the Warrant Agent to the s Holder of such Warrant Certificate or to his or her duly authorized assigns in accordance with Section 1(a) of the Warrant Certificateassigns, subject to the provisions of Section 6 Sections 5, 6(b) and 13 hereof. (d) Notwithstanding the first sentence of Section 6(a), the Warrants will be exercisable only if (i) the Shelf Registration Statement is effective and (ii) the shares of Common Stock issuable upon exercise of Warrants are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which Holders reside; provided, that the Company shall provide the Warrant Agent prompt written notice of any failure of the Shelf Registration Statement to be effective or the failure of the shares of Common Stock issuable upon exercise of Warrants to be so qualified and prompt written notice of the curing of any such failures. The Company may instruct the Warrant Agent from time to time that certain Warrants Certificates are subject to further restrictions on exercise, in which case the Warrant Agent shall not permit the exercise of the Warrants represented by such Warrant Certificates without the consent of the Company. (e) If, for a period of twenty (20) consecutive trading days, the Current Market Price of a share of Common Stock is an amount equal to at least One Hundred Thirty percent (130%) of the Exercise Price in effect on each such date, then the Company may, in its sole and absolute discretion, within ten (10) Business Days of the last day of such twenty (20) trading day period, accelerate the Expiration Date to a date that is no less than thirty (30) days from the date on which the Company determined to take such action. The Company shall notify the Warrant Agent of the taking of any such action and shall provide the Warrant Agent with a notice to be provided to Holders informing them of such acceleration of the Expiration Date, in each case no later than the Business Day following the day on which such action was taken.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall may be exercisable exercised only during the period (“Exercise Period”) commencing on the Initial Exercisability Issuance Date (as such term is defined in and terminating at the Warrant Certificate). The Close of Business on the Expiration Date, at which time the Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease. Subject to the foregoing, a Holder may exercise a Warrant by delivering, not later than 5:00 p.m., New York City time, on any Business Day during the Exercise Period to the Warrant Agent at its office designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and duly executed by the Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or prior official bank check or by bank wire transfer in immediately available funds. The Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by the Company. The date on which any Warrant is exercised or deemed to have been exercised (in accordance with Section 6(b), as applicable) is referred to as the “Exercise Date.” (b) If any of (i) the Warrant Certificate or the Book-Entry Warrants, (ii) the Election to Purchase, or (iii) the Exercise Price therefor, is received by the Warrant Agent after 5:00 p.m., New York City time, the Warrants will be deemed to be received and exercised on the immediately succeeding Business Day. If the date specified as the exercise date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Close of Business on the Expiration Date (as such term is defined in the Warrant Certificate). Subject to the foregoing and to Section 7(b) belowDate, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice thereof will be null and payment of the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificate, void and any funds delivered to the Warrant Agent at will be returned to the office of the Warrant Agent designated for such purposeHolder. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose no event will interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying accrue on funds deposited with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its name sole discretion and that such determination will be final and binding upon the Holder and the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to timeAgent. Neither the Company nor the Holders will receive interest on Warrant Agent shall have any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type obligation to inform a Holder of guarantee or notarization) the invalidity of any Exercise Notice be requiredexercise of any Warrants. (bc) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the The Warrant Agent shall deliver a copy of shall, for Book-Entry Warrant Certificates, within three Business Days following the Exercise Notice to Date, advise the Company or the transfer agent and the Company shall promptly calculate and transmit to the Warrant Agent registrar in writing respect of (i) the number of Warrant Shares issuable upon such exercise in connection accordance with such Cashless Exercise. The Warrant Agent shall issue such number the terms and conditions of this Agreement, (ii) the instructions of each Holder with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (iii) in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt case of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Book-Entry Warrant Certificate, the shares notation that shall be made to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable taxrecords maintained by the Depository, governmental charge referred to in Section 6 by wire transferits nominee for each Book-Entry Warrant Certificate, or by certified check or bank draft payable to a Participant, as appropriate, evidencing the order balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. (ord) The Company shall, in by 5:00 p.m., New York City time, on the case third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the funds in payment of the aggregate Exercise Price pursuant Price, execute, issue and deliver to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein)Agent, the Warrant Agent shall cause the Warrant Shares underlying to which such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrantis entitled, in fully registered form, registered in such name or names as may be designated directed by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system Within three Business Days of the Depositary and either (A) there is an effective registration statement permitting the issuance receipt of the Warrant Shares, the Warrant Agent shall transmit such Warrant Shares to to, or resale upon the order of, such Holder. (e) In lieu of delivering physical certificates representing the Warrant Shares by Holder or (B) issuable upon exercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent issuable upon exercise to the Holder Depository by crediting the account of the Holder’s broker with Depository or of the Depositary Participant, as the case may be, through its DWAC Deposit Withdrawal Agent Commission system. For The time periods for delivery described in the avoidance of doubtimmediately preceding paragraph shall apply to the electronic transmittals described herein. (f) Notwithstanding the foregoing, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such any Warrant Shares pursuant to the exercise of a Warrant unless (via DWAC or otherwisei) until following receipt of such payment, and a registration statement (the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof“Registration Statement”) until such payment is delivered under the Securities Act with respect to the Warrant AgentShares issuable upon exercise of such Warrants is effective and a current prospectus relating to the Warrant Shares issuable upon exercise of the Warrants is available for delivery to the Holders, or (ii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the state or other jurisdiction in which the Holder resides. Warrants may not be exercised by, or securities issued to, any Holder in any state in which such exercise or issuance would be unlawful. In the event a Registration Statement under the Securities Act with respect to the Warrant Shares is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Holder in any state, the Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of a Registration Statement under the Securities Act of the Warrant Shares and ensure that a prospectus is available for delivery to the Holders until the expiration of the Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees to use its commercially reasonable efforts to register the Warrant Shares under the blue sky laws of the states of residence of exercising Holders, if permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available. (dg) The Warrant Agent shall deposit all funds received by it in payment In the event of the Exercise Price for all Warrants in the account of any exercise, the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by instruct the Warrant Agent to record cost basis for newly issued Warrant Shares as reasonably determined by the Holder of Company promptly after such exercise and prior to processing by Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereofAgent.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing upon the earlier of (i) the Expiration Date, or (ii) the date on which the Initial Exercisability Date average VWAP for the Common Stock for the consecutive 30 Trading Days immediately prior to such date is greater than or equal to $17.50 (as such term is defined in adjusted for stock splits, stock dividends, combinations, reclassifications and similar events) (the Warrant Certificate“Effective Date”). The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date. The period between the Effective Date and the Close of Business on the Expiration Date (is referred to herein as such term is defined in the Warrant Certificate)“Exercise Period”. Subject to the foregoing and to Section 7(b) belowforegoing, the a Holder of may exercise a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificateby delivering, if requirednot later than 5:00 p.m., with the executed Exercise Notice and payment of New York City time, on any Business Day during the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificate, Period to the Warrant Agent at its office designated for such purpose (i) the office Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision purpose in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained writing by the Warrant Agent in connection with to the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts Depository from time to time. Neither , (ii) an election to purchase the Company nor Warrant Shares underlying the Holders will receive interest Warrants to be exercised (an “Election to Purchase”), properly completed and duly executed by the Holder on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (each, a “Cashless Exercise”), iii) the Exercise Price for each Warrant Agent shall deliver a copy to be exercised in lawful money of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent United States of America by certified or official bank check or by bank wire transfer in writing the number of Warrant Shares issuable in connection with such Cashless Exerciseimmediately available funds. The Warrant Agent shall issue such number forward funds received for Warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by the Company. The date on which any Warrant Shares is exercised or deemed to have been exercised (in connection accordance with such Cashless ExerciseSection 6(b), as applicable) is referred to as the “Exercise Date.” (cb) Upon If any of (i) the Warrant Agent’s receipt of Certificate or the Book-Entry Warrants, (ii) the Election to Purchase, or (iii) the Exercise Price therefor, is received by the Warrant Agent after 5:00 p.m., New York City time, the Warrants will be deemed to be received and exercised on the immediately succeeding Business Day. If the date specified as the exercise date is not a Warrant Certificate at Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or prior deemed to be received after the Close of Business on the Expiration Date set forth in such Date, the exercise thereof will be null and void and any funds delivered to the Warrant Certificate, Agent will be returned to the Holder. In no event will interest accrue on funds deposited with the executed Exercise Notice Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and payment such determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of any Warrants. (c) The Warrant Agent shall, for Book-Entry Warrant Certificates, within three Business Days following the Exercise Price pursuant Date, advise the Company or the transfer agent and registrar in respect of (i) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Agreement, (ii) the instructions of each Holder with respect to Section 1(a) delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (iii) in case of a Book-Entry Warrant Certificate, the shares notation that shall be made to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable taxrecords maintained by the Depository, governmental charge referred to in Section 6 by wire transferits nominee for each Book-Entry Warrant Certificate, or by certified check or bank draft payable to a Participant, as appropriate, evidencing the order balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. (ord) The Company shall, in by 5:00 p.m., New York City time, on the case third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the funds in payment of the aggregate Exercise Price pursuant Price, execute, issue and deliver to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein)Agent, the Warrant Agent shall cause the Warrant Shares underlying to which such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrantis entitled, in fully registered form, registered in such name or names as may be designated directed by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system Within three Business Days of the Depositary and either (A) there is an effective registration statement permitting the issuance receipt of the Warrant Shares, the Warrant Agent shall transmit such Warrant Shares to to, or resale upon the order of, such Holder. (e) In lieu of delivering physical certificates representing the Warrant Shares by Holder or (B) issuable upon exercise of any Warrants, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent issuable upon exercise to the Holder Depository by crediting the account of the Holder’s broker with Depository or of the Depositary Participant, as the case may be, through its DWAC Deposit Withdrawal Agent Commission system. For The time periods for delivery described in the avoidance of doubtimmediately preceding paragraph shall apply to the electronic transmittals described herein. (f) Notwithstanding the foregoing, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such any Warrant Shares pursuant to the exercise of a Warrant unless (via DWAC or otherwisei) until following receipt of such payment, and a registration statement under the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered Securities Act with respect to the Warrant AgentShares issuable upon exercise of such Warrants is effective and a current prospectus relating to the Warrant Shares issuable upon exercise of the Warrants is available for delivery to the Holders or (ii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Holder resides. Warrants may not be exercised by, or securities issued to, any Holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the Securities Act with respect to the Warrant Shares is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Holder in any state, the Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. The Company agrees to use its best efforts to maintain the effectiveness of a registration statement under the Securities Act of the Warrant Shares and ensure that a prospectus is available for delivery to the Holders until the expiration of the Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees to use its best efforts to register the Warrant Shares under the blue sky laws of the states of residence of exercising Holders, if permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available. (dg) The Warrant Agent shall deposit all funds received by it in payment In the event of the Exercise Price for all Warrants in the account of any exercise, the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by instruct the Warrant Agent to record cost basis for newly issued Warrant Shares as reasonably determined by the Holder of Company promptly after such exercise and prior to processing by Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereofAgent.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)April 11, 2017. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on October 11, 2018 (the Expiration Date (as such term is defined “Expiry Time”). A Warrant represented by a definitive Warrant Certificate shall be exercisable in accordance with the terms of the Warrant Certificate), including Section 2(a) thereof. Book-Entry Warrants shall be exercisable as follows: Subject to the foregoing and to Section 7(b6(b) below, the a Holder of a Warrant may exercise the Warrant Book-Entry Warrants in whole or in part upon surrender of by delivery to the Company with a copy to the Warrant CertificateAgent, if requiredof a properly completed and duly executed copy (by fax, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(aemail or otherwise) of the notice of exercise (the “Notice of Exercise”) annexed to the form of Warrant Certificate, to the Warrant Agent at the office . Within two (2) days following delivery of the Warrant Agent designated for such purpose. In the case Notice of the Holder of a Global WarrantExercise, the Holder shall deliver make payment to the executed Exercise Notice and Company, or such other account specified by the payment Company, of an amount equal to the applicable Exercise Price pursuant multiplied by the number of Warrant Shares as to which the Book-Entry Warrant is being exercised by certified check drawn on a United States bank or by bank wire transfer in immediately available funds (unless the cashless exercise procedure specified in Section 1(a2(c) of the form of Warrant Certificate is applicable to such exercise and is specified in the Notice of Exercise) (the date of the later of receipt of the Notice of Exercise and receipt of such payment, or in the case of cashless exercise under Section 2(c) of the form of Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions)date of receipt of the Notice of Exercise, shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable“Exercise Date”). The Company acknowledges that Execution and delivery of the bank accounts maintained by Notice of Exercise with respect to less than all of the Warrant Agent in connection with Shares shall have the services provided under this Agreement will be in its name same effect as cancellation of the original Book-Entry Warrant and that issuance of a new Book-Entry Warrant evidencing the right to purchase the remaining number of Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise PriceShares. No ink-original Notice of Exercise Notice shall be required, nor shall any or medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Notice form shall be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent . The Company shall deliver a copy an instruction letter and Notice of the Exercise Notice to the Company and the Company shall promptly calculate and transmit (by fax, email or otherwise) to the Warrant Agent in writing upon receipt of the number Notice of Warrant Shares issuable in connection with such Cashless Exercise. The , directing the Warrant Agent shall issue such number to comply with the terms of Warrant Shares in connection with such Cashless Exercise. (c) the Notice of Exercise and this paragraph. Upon the Warrant Agent’s receipt of a Warrant Certificate receipt, at or prior to the Close of Business on the Expiration Date Date, of such instruction letter and copy of the Notice of Exercise, (i) the Warrant Agent and the Company shall thereupon promptly comply with the mechanics set forth in such Section 2(a)(ii) and Section 2(e)(ii) of the form of Warrant Certificate, with Certificate attached hereto; provided however that the executed Exercise Notice and Warrant Agent shall not issue Warrant Shares until it has received written confirmation from the Company that the Company has received payment of the Exercise Price pursuant to and (ii) the provisions of Section 1(a2(a)(ii) of the form of Warrant CertificateCertificate shall be applicable to the exercise of Book-Entry Warrants in all respects. Upon receipt by the Company of the duly executed Notice of Exercise, the shares Holder of such Book-Entry Warrant shall be deemed to have exercised its Warrant as specified in the Notice of Exercise for purposes of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended. Upon receipt by the Company of the duly executed Notice of Exercise and payment (if applicable) of the applicable Exercise Price as required hereby, the holder of such Book-Entry Warrant shall be deemed to be purchased (other than in the case holder of a Cashless Exercise) and an amount equal to any applicable taxrecord of the Common Stock issuable upon such exercise, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to notwithstanding that the order share transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the holder of such Book-Entry Warrant. (or, b) The Book-Entry Warrants may be exercised in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to accordance with Section 1(a2(c) of the form of Warrant Certificate under the circumstances provided therein. In the event the cashless exercise procedure specified in Section 2(c) of the Warrants is used, the Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement to calculate the shares of Common Stock issuable upon such exercise. The number of shares of Common Stock to be issued on such exercise will be determined by the Company (other than in with written notice thereof to the case of a Cashless ExerciseWarrant Agent) and any other applicable amounts as using the formula set forth herein)in Section 2(c) of the form of Warrant Certificate, the Warrant Agent shall cause have no duty or obligation to investigate or confirm whether the Warrant Shares underlying such Warrant Certificate or Global Warrant Company’s determination of the number of shares of Common Stock to be delivered to issued on such exercise is accurate or upon correct. (c) [Intentionally Omitted] (d) In the order event of the Holder of such Warrant Certificate or Global Warranta cash exercise, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by hereby instructs the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant record cost basis for newly issued shares as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent paid for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its accountshares. (e) In case the Holder event of any a cashless exercise, the Company shall provide cost basis for shares issued pursuant to a cashless exercise at the time the Company provides the Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing Agent with the number of Warrants equivalent shares which are issuable. (f) Prior to the number issuance of the Warrants, the Company shall provide an opinion of counsel. The opinion shall state that all Warrants remaining unexercised may be issued by or shares of Common Stock, as applicable, are: (i) registered under the Warrant Agent Securities Act of 1933, as amended, or are exempt from such registration; and (ii) with respect to the Holder shares of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) Common Stock underlying the Warrants, will be validly issued, fully paid and non-assessable upon proper exercise of the Warrant Certificate, subject to the provisions of Section 6 hereofWarrants.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)upon their date of issuance. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the date (the “Expiration Date (as such term Date”) which is defined in the Warrant Certificate)seventh anniversary of the Effective Date. Subject to the foregoing and to Section 7(b6(b) below, the Holder registered holder of a any Warrant or Warrants may exercise the Warrant them in whole or in part upon surrender of the Warrant Certificate, Certificate (if required, with issued) and the executed Exercise Notice and payment form of the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant election to Section 1(a) of the Warrant Certificatepurchase duly executed, to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may be designated for such purpose. In by the case Warrant Agent from time to time, together with payment of the Holder Exercise Price, which may be made, at the option of the holder, (i) in United States dollars by certified or official bank check, (ii) by a Cashless Exercise (as defined below) or (iii) by any combination of (i) and (ii), to the principal office of the Warrant Agent where the Warrant Certificate (if issued) and the form of election to purchase is being surrendered. A “Cashless Exercise” shall mean an exercise of a Global WarrantWarrant in accordance with the immediately following two sentences. To effect a Cashless Exercise, the Holder shall deliver the executed Exercise Notice and the holder may exercise a Warrant or Warrants without payment of the Exercise Price pursuant in cash by surrendering such Warrant or Warrants and, in exchange therefor, receiving such number of shares of Common Stock equal to Section 1(athe product of (1) that number of shares of Common Stock for which such Warrants are exercisable and which would be issuable in the event of an exercise with payment in cash of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary Exercise Price and (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable2) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary Cashless Exercise Ratio (or such other clearing corporation, as applicabledefined below). The Company acknowledges that “Cashless Exercise Ratio” shall equal a fraction, the bank accounts maintained by numerator of which is the excess of the Current Market Price (calculated as set forth in this agreement) per share of Common Stock on the date of exercise over the Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Price per share of Common Stock on the date of exercise. Upon surrender of a Warrant Agent Certificate representing more than one Warrant in connection with a holder’s option to elect a Cashless Exercise, such holder must specify the services provided under number of Warrants for which such Warrant Certificate is to be exercised (without giving effect to such Cashless Exercise). All provisions of this Agreement will shall be in its name and that applicable with respect to a Cashless Exercise of a Warrant Certificate of less than the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit full number of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise PriceWarrants represented thereby. No ink-original Exercise Notice payment or adjustment shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) made on account of any Exercise Notice be required. (b) Upon receipt distributions or dividends on the Common Stock issued upon exercise of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Warrant. The Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant have no obligation under this section to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereofcalculate, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant AgentCashless Exercise Ratio. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on upon six months from their date of issuance (the “Initial Exercisability Date (as such term is defined in the Warrant CertificateExercise Date”). The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration date that is the fifth anniversary of the Initial Exercise Date (as such term is defined in the Warrant Certificate“Expiration Date”). Subject to the foregoing and to Section 7(b8(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in Price, which may be made, at the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) option of the Warrant Certificateholder, in cash in United States dollars or by certified or official bank check, to the Warrant Agent at the principal office of the Warrant Agent in Canton, Massachusetts or to the office of one of its agents as may be designated for such purposeby the Warrant Agent from time to time. In the case of the Holder of a Global WarrantBook-Entry Warrant Certificate, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) as described herein. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering Shares to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by Holder without a restrictive legend and all of the Warrant Agent in connection with Shares are not then registered for resale by Holder into the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment market at Warrant Agent risk and for its benefit of funds held in those accounts market prices from time to time. Neither time on an effective registration statement for use on a continuous basis (or the Company nor prospectus contained therein is not available for use), then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice Holder shall be requiredentitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required.where: (bA) = the VWAP on the Business Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Exercise Notice; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”)exercise, the Warrant Agent shall will promptly deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing confirm the number of Warrant Shares issuable in connection with such Cashless Exercisethe cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall issue such have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with such Cashless Exercisethe cashless exercise. (cb) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant CertificateDate, with the executed Exercise Notice and Notice, accompanied by payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, for the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section 6 by wire transfer7 in cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder holder of a Global WarrantBook-Entry Warrant Certificate, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall use reasonable efforts to cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holderholder by the date that is three (3) Business Days after the latest of (A) the delivery to the Warrant Agent of the executed Exercise Notice, no later than (B) surrender of the Warrant Certificate (but only if required herein) and (C) payment of the Exercise Price and other amounts as set forth herein (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date (as such term is defined in Date”); provided, however, that the Warrant Certificate)Agent shall not be liable to the Company or the Holder for any damages arising out of the failure to deliver the Warrant Share by the Warrant Share Delivery Date. If the Warrant Agent fails to deliver to the Holder a certificate or the certificates representing the Warrant Shares (or, as described below, to credit the account of the Holder’s prime broker through the DWAC system) by the Warrant Share Delivery Date, the Holder will have the right to rescind such exercise. Notwithstanding the foregoing, if the Company is then a participant in the DWAC Deposit Withdrawal Agent Commission (“DWAC”) system of the Depositary Depository and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder holder or (B) the Warrant is being exercised via Cashless Exercisecashless exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s prime broker with the Depositary Depository through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (ec) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may shall be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificateassigns, subject to the provisions of Section 6 Sections 7, 8(b) and 15 hereof. (d) In addition to any other rights available to the Holder, if the Company fails to cause the Warrant Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)whole or in part immediately upon and after issuance. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration date which is the five year anniversary of the Effective Date (as such term is defined in the Warrant Certificate“Expiration Date”). Subject to the foregoing and to Section 7(b6(b) below, the Holder registered holder of a any Warrant Certificate may exercise the Warrant Warrants evidenced thereby in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice duly executed, to the Warrant Agent, or Computershare, as applicable, at the principal office of the Warrant Agent in Canton, Massachusetts or to the office of one of its agents as may be designated by the Warrant Agent from time to time, together with payment of the Exercise Price, which may be made, at the option of the holder, (i) in cash in United States dollars or by certified or official bank check, (ii) in the event that the Current Market Price exceeds the Exercise Price, by a Cashless Exercise (as defined below) or (iii) by any combination of (i) and (ii), to the principal office of the Warrant Agent where the Warrant Certificate is being surrendered. A "Cashless Exercise" shall mean an exercise of a Warrant in accordance with the immediately following two sentences. To effect a Cashless Exercise, the holder may exercise a Warrant or Warrants without payment of the Exercise Price in cash by surrendering such Warrant or Warrants (as represented by one or more Warrant Certificates) and, in exchange therefor, receiving such term is defined number of shares of Common Stock equal to the product of (1) that number of shares of Common Stock for which such Warrants are exercisable and which would be issuable in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) event of the Warrant Certificate, to the Warrant Agent at the office of the Warrant Agent designated for such purpose. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the an exercise with payment in cash of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary and (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable2) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary Cashless Exercise Ratio (or such other clearing corporation, as applicabledefined below). The Company acknowledges that "Cashless Exercise Ratio" shall equal a fraction, the bank accounts maintained by numerator of which is the excess of the Current Market Price (calculated as set forth in this agreement) per share of Common Stock on the date of exercise over the Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Price per share of Common Stock on the date of exercise. Upon surrender of a Warrant Agent Certificate representing more than one Warrant in connection with a holder's option to elect a Cashless Exercise, such holder must specify the services provided under number of Warrants for which such Warrant Certificate is to be exercised (without giving effect to such Cashless Exercise). All provisions of this Agreement will shall be in its name and that applicable with respect to a Cashless Exercise of a Warrant Certificate of less than the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit full number of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise PriceWarrants represented thereby. No ink-original Exercise Notice payment or adjustment shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) made on account of any Exercise Notice be required. (b) Upon receipt distributions or dividends on the Common Stock issued upon exercise of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Warrant. The Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause have no obligation under this section to calculate, the Warrant Shares underlying Cashless Exercise Ratio (and the basis for such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date calculation (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by which the Warrant Agent shall have no obligation under this section to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agentrecalculate)). (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business 11:59 p.m., Eastern time, on the Expiration Date (as such term is defined in the Warrant Certificate)Date. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of providing the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in the Warrant Certificateitems required by Section 7(c) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificate, below to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may be designated for such purposeby the Warrant Agent from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant CertificateWarrant. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall will promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Exercise (referred to as “Net Number” in the Warrant) and deliver a copy of the Exercise Notice to the Warrant Agent Agent, which shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate receipt, at or prior to the Close of Business 11:59 p.m., Eastern time, on the Expiration Date set forth in such Warrant Certificatea Warrant, with of the executed Exercise Notice and Notice, accompanied by payment of the Exercise Price pursuant to Section 1(a) of the Warrant CertificateWarrant, the shares to be purchased (other than in the case of a Cashless Exercise) and ), an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section 6 by wire transferin cash, or by certified check or bank draft payable to the order of the Company (orand, in the case of the Holder an exercise of a Global Warrant, Warrant in the delivery form of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) a Warrant Certificate for all of the Warrant Certificate (other than in Shares represented thereby, the case of a Cashless Exercise) and any other applicable amounts as set forth herein)Warrant Certificate, the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate)Date. If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant CertificateWarrant, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver certificates representing any such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day day for each Business Day day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email telephone at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (e) In case the Holder of any Warrant Certificate shall exercise exercises fewer than all Warrants evidenced thereby, upon the request of the Holderthereby and surrenders such Warrant Certificate in connection with such partial exercise, a new Warrant Certificate evidencing the number of Warrants Warrant Shares equivalent to the number of Warrants Warrant Shares remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his Holder’s duly authorized assigns in accordance with Section 1(a) of the Warrant Certificateassigns, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The securities comprising the Units, including the Warrants, will be issued separately and will be separately transferable immediately upon issuance. The Warrants shall be exercisable at the Exercise Price commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)Effective Date. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on , 2015 (the “Expiration Date”) which is the fifth anniversary of the Effective Date; provided that if a Warrant holder attempts to exercise a Warrant prior to the Expiration Date (as and such term is defined Warrant and underlying Ordinary Shares are not then registered, are not otherwise exempt from the registration requirements of the Act and such securities are not qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holders reside, such Warrant may be exercised until the later of , 2015 and the tenth business day following notice to the Warrant Certificate)holder that such conditions are satisfied. Subject to the foregoing and to Section 7(b6(b) below, the Holder registered holder of a any Warrant Certificate may exercise the Warrant Warrants evidenced thereby in whole or in part upon surrender of the Warrant Certificate, if required, with the form of election to purchase on the reverse thereof duly executed Exercise Notice and payment of the Exercise Price (as such term is defined or in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificate, to the Warrant Agent at the office of the Warrant Agent designated for such purpose. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant Warrants held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system records of the Depositary and either Trust Company (A“DTC”) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.its

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)upon their date of issuance. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date date (as such term the "EXPIRATION DATE") which is defined in the Warrant Certificate)seventh anniversary of the Effective Date. Subject to the foregoing and to Section 7(b6(b) below, the Holder registered holder of a any Warrant Certificate may exercise the Warrant Warrants evidenced thereby in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment form of election to purchase on the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificatereverse thereof duly executed, to the Warrant Agent at the principal office of the Warrant Agent in Canton, Massachusetts or to the office of one of its agents as may be designated for such purpose. In by the case Warrant Agent from time to time, together with payment of the Holder Exercise Price, which may be made, at the option of the holder, (i) in cash in United States dollars or by certified or official bank check, (ii) by a Cashless Exercise (as defined below) or (iii) by any combination of (i) and (ii), to the principal office of the Warrant Agent where the Warrant Certificate is being surrendered. A "CASHLESS EXERCISE" shall mean an exercise of a Global WarrantWarrant in accordance with the immediately following two sentences. To effect a Cashless Exercise, the Holder shall deliver the executed Exercise Notice and the holder may exercise a Warrant or Warrants without payment of the Exercise Price pursuant in cash by surrendering such Warrant or Warrants (represented by one or more Warrant Certificates) and, in exchange therefor, receiving such number of shares of Common Stock equal to Section 1(athe product of (1) that number of shares of Common Stock for which such Warrants are exercisable and which would be issuable in the event of an exercise with payment in cash of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary Exercise Price and (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable2) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary Cashless Exercise Ratio (or such other clearing corporation, as applicabledefined below). The Company acknowledges that "CASHLESS EXERCISE RATIO" shall equal a fraction, the bank accounts maintained by numerator of which is the excess of the Current Market Price (calculated as set forth in this agreement) per share of Common Stock on the date of exercise over the Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Price per share of Common Stock on the date of exercise. Upon surrender of a Warrant Agent Certificate representing more than one Warrant in connection with a holder's option to elect a Cashless Exercise, such holder must specify the services provided under number of Warrants for which such Warrant Certificate is to be exercised (without giving effect to such Cashless Exercise). All provisions of this Agreement will shall be in its name and that applicable with respect to a Cashless Exercise of a Warrant Certificate of less than the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit full number of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise PriceWarrants represented thereby. No ink-original Exercise Notice payment or adjustment shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) made on account of any Exercise Notice be required. (b) Upon receipt distributions or dividends on the Common Stock issued upon exercise of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Warrant. The Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant have no obligation under this section to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereofcalculate, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant AgentCashless Exercise Ratio. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be are exercisable commencing beginning on the Initial Exercisability Date (as such term is defined in the Warrant Certificate). The Warrants _____, 2024, and shall cease to be exercisable and shall terminate and become voidvoid at 5:00 p.m. (New York City time) on _____, and all rights thereunder and under this Agreement shall cease, at or prior to 2025 (the Close of Business on the “Warrant Expiration Date (as such term is defined in the Warrant CertificateDate”). Subject to the foregoing and to Section 7(b6(b) below, hereof and the Holder of a Warrant may exercise the Warrant beneficial ownership limitations set forth in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a2(e) of the Warrant Certificate, unless otherwise agreed to by the Warrant Agent and the Company, the registered holder of any Warrant may exercise the Warrants evidenced thereby in whole or in part and from time to time by delivering to the Warrant Agent Agent, at the office of the Warrant Agent designated for such purpose. In , which office shall initially be 000 Xxxxxx Xxxxxx, Suite V, Canton, Massachusetts 02021, Attention: Corporate Actions Voluntary, (i) (A) in the case of a Certificated Warrant, an exercise notice, in the Holder form attached to the Warrant Certificate as an annex thereto (together with the exercise forms referred to in clause (B) below, the “Exercise Notice”), properly completed and duly signed, and (B) in the case of a Global Direct Registration Warrant, the Holder shall deliver the executed an Exercise Notice substantially in the form of Exhibit B attached hereto, properly completed and the duly signed, and (ii) payment of the Exercise Price for the number of Ordinary Shares as to which such Warrants are being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 1(a2(c) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functionsWarrant), shall effect exercises by delivering to the Depositary (and all applicable taxes or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent charges due in connection with the services provided under this Agreement will be exercise of such Warrants, in its name lawful money of the United States of America by certified or official bank check and that the date on which the last of such items is delivered to the Warrant Agent may receive investment earnings (as determined in connection accordance with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or notice provisions hereof) is an “Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be requiredDate. (b) ” Upon receipt of an Exercise Notice for indicating a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”)exercise, the Warrant Agent shall will promptly deliver a copy of the Exercise Notice to the Company and to confirm the number of Ordinary Shares issuable in connection with the cashless exercise. The Company shall promptly calculate and transmit to the Warrant Agent in writing a written notice, and the Warrant Agent shall have no obligation under this Agreement or the Warrant to calculate, the number of Warrant Ordinary Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such any cashless exercise or to investigate or confirm whether the Company’s determination of the number of Warrant Ordinary Shares to be issued in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt exercise is accurate or correct. Partial exercises of a Warrant Certificate at or prior to the Close resulting in purchases of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment a portion of the Exercise Price pursuant to Section 1(a) total number of Ordinary Shares available thereunder shall have the Warrant Certificate, effect of lowering the shares to be purchased (other than outstanding number of Ordinary Shares purchasable thereunder in the case of a Cashless Exercise) and an amount equal to any the applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order number of the Ordinary Shares purchased. The Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant may, in their sole discretion, agree to be delivered to or upon the order allow holders of the Holder of such Warrant Certificate or Global Warrant, registered Warrants to exercise their Warrants using procedures other than those set forth in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in this Agreement and the Warrant Certificate). . (b) If the Company is then a participant in the DWAC system any of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder Exercise Notice, (B) Certificated Warrants, or (B) the Warrant Exercise Price therefor, and all applicable taxes and charges due in connection therewith, is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted received by the Warrant Agent after 5:30 p.m., New York Time, on any date, or on a date that is not a Business Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Business Day next succeeding such date. If the Warrants are received or deemed to be received after the Warrant Expiration Date, the exercise thereof will be null and void and any funds delivered to the Holder Warrant Agent will be returned to the registered holder as soon as practicable. The validity of any exercise of Warrants will be determined by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of in its sole discretion and such determination will be final and binding upon the Warrant Certificate, such obligation shall be solely that of the Company registered holder and not that of the Warrant Agent. Notwithstanding anything else to Neither the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to Company nor the Warrant Agent of an amount equal shall have any obligation to the aggregate Exercise Price inform a registered holder of the Warrant Shares to be purchased upon invalidity of any exercise of such Holder’s Warrant as set forth in Section 7(a) hereofWarrants. “Business Day” means any day except any Saturday, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such paymentany Sunday, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment any day which is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants a federal legal holiday in the account of the Company maintained with the Warrant Agent for such purpose (United States or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each any day on which Exercise Notices banking institutions in the State of New York are received authorized or funds for the exercise of any Warrant are received of the amount so deposited required by law or other governmental action to its accountclose. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date (as such term is defined in the Warrant Certificate)Date. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in Price, which may be made, at the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) option of the Warrant CertificateHolder, by wire transfer or by certified or official bank check in United States dollars, to the Warrant Agent Company at the principal office of the Company or to the office of one of its agents as may be designated by the Warrant Agent designated for such purposeCompany from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificateas described herein. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that upon delivery of an Exercise Notice or upon a Holder instructing its Participant to exercise, such Holder shall be deemed for all corporate purposes to have become the bank accounts maintained by holder of record of the Warrant Agent in connection Shares with respect to such exercise, irrespective of the services provided under this Agreement will be in its name and that date of delivery of the Warrant Agent may receive investment earnings Shares, provided that payment of the aggregate Exercise Price (other than in connection with the investment at case of a cashless exercise) is received within the earlier of (i) by 12:00 p.m. Eastern Time on the third Trading Day (as defined in the Warrant Agent risk Certificate) and for its benefit (ii) the number of funds held Trading Days comprising the Standard Settlement Period (as defined in those accounts from time to time. Neither the Company nor Warrant Certificate), following delivery of the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be requiredNotice. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant AgentCompany’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and Notice, accompanied by payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, for the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section 6 by wire transferin cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Company shall cause the Warrant Agent shall cause to, and the Warrant Agent shall, deliver the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate)Date. If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless ExerciseExercise pursuant to the terms of the Warrant Certificate, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent Company of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent Company will not be obligated to cause the Warrant Agent to deliver certificates representing any such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one Business Day day for each Business Day day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (ec) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a1(a)(iv) of the Warrant Certificate, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate). The Rights Offering Warrants shall cease to be exercisable and shall terminate and become voidvoid at 5:00 p.m. (New York City time) on [•], and all rights thereunder and under this Agreement shall cease, at or prior to 20281 (the Close of Business on the “Warrant Expiration Date (as such term is defined in the Warrant CertificateDate”). Subject to the foregoing and to Section 7(b5(b) belowhereof, and the beneficial ownership limitations set forth in Section 2(e) of the Warrant, the Holder holder of a Warrant any Warrants may exercise the Warrant Warrants evidenced thereby in whole or in part and from time to time upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificate, to the Warrant Agent Agent, at the office of the Warrant Agent designated for such purpose. In , (i) an exercise notice, in the case form attached to the Warrant as Annex A thereto (the “Exercise Notice”), properly completed and duly signed and (ii) payment of the Holder exercise price for the number of shares of Class A Common Stock as to which such Warrants are being exercised (which may take the form of a Global Warrant, “cashless exercise” if so indicated in the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price if a “cashless exercise” may occur at such time pursuant to Section 1(a2(c) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functionsWarrant), shall effect exercises by delivering to the Depositary (and all applicable taxes or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent charges due in connection with the services provided under this Agreement will be exercise of such Warrants, in its name lawful money of the United States of America by certified or official bank check or by wire transfer of immediately available funds, and that the Warrant Agent may receive investment earnings date on which the last of such items is delivered to the Company (as determined in connection accordance with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or notice provisions hereof) is an “Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be requiredDate. (b) ” Upon receipt of an Exercise Notice for indicating a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”)exercise, the Warrant Agent shall will promptly deliver a copy of the Exercise Notice to the Company and to confirm the number of shares of Class A Common Stock issuable in connection with the cashless exercise. The Company shall promptly calculate and transmit to the Warrant Agent in writing a written notice, and the Warrant Agent shall have no obligation under this Agreement to calculate, the number of Warrant Shares shares of Class A Common Stock issuable in connection with such Cashless Exerciseany cashless exercise. The number of shares of Class A Common Stock to be issued on such exercise will be determined by the Company (with written notice thereof to the Warrant Agent) using the formula set forth in Section 2(c) of the Warrant, and the Warrant Agent shall issue such have no duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares shares of Class A Common Stock to be issued on such exercise, pursuant to this Section 5, is accurate or correct. (b) If either of (A) the Exercise Notice or (B) the exercise price therefor, and all applicable taxes and charges due in connection therewith, is received by the Warrant Agent after 11:59 P.M., New York Time, on any date, or on a date that is not a Business Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Business Day next succeeding such Cashless Exercisedate. If the Warrants are received or deemed to be received after the Warrant Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder as soon as practicable. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder of the invalidity of any exercise of Warrants. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. 1 Insert the date that is the seven (7) year anniversary of the Initial Exercise Date; provided, however, that, if such date is not a Trading Day, insert the immediately following Trading Day. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed an Exercise Notice properly completed and duly executed, accompanied by payment of the Exercise Price pursuant exercise price for the shares of Class A Common Stock to Section 1(a) of the Warrant Certificatebe purchased, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), shall instruct the Warrant Agent shall cause in writing to deliver the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order number of the Holder shares of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares Class A Common Stock to be purchased upon exercise of the Warrant(s). Each person in whose name any such Holder’s Warrant as set forth in Section 7(a) hereof, certificate for shares of Class A Common Stock is issued shall for all purposes be deemed to have become the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt holder of record of such paymentshares on the date on which the completed Exercise Notice was received and payment of the exercise price was made, and irrespective of the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until date of delivery of such payment is delivered to the Warrant Agentcertificate. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants exercise price in the account of the Company maintained accordance with the Warrant Agent for such purpose clause (or to such other account as directed by the Company in writinge) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its accountbelow. (e) In case All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the Holder performance of services hereunder (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Mxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party. The Warrant Agent shall use commercially reasonable efforts to forward Funds received for warrant exercises by the fifth Business Day following receipt of such Funds by wire transfer to an account designated by the Company. (f) Upon the exercise of any Warrant, the Company shall instruct the Warrant Certificate shall exercise fewer than all Warrants evidenced therebyAgent to record cost basis for newly issued shares of Class A Common Stock as reasonably determined by the Company prior to processing. In the absence of basis information provided by the Company, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may securities will be issued recorded by the Warrant Agent as noncovered. (g) The Warrant Agent shall advise the Company or, if instructed in writing to do so by the Company, the Company’s transfer agent and registrar, in respect of (a) the number of shares of Class A Common Stock indicated on the Exercise Notice as issuable upon such exercise with respect to such exercised Warrants, (b) the instructions of each registered holder provided to the Holder Warrant Agent with respect to delivery of the shares of Class A Common Stock issuable upon such exercise, and the delivery of the Warrant, as appropriate, evidencing the balance, if any, of the shares of Class A Common Stock remaining after such exercise, and (c) such other information as the Company shall reasonably request. The Company shall, by 5:00 P.M., New York City Time, on the earlier of the second Trading Day (as defined in the Warrant) or the number of Trading Days comprising the Standard Settlement Period (as defined in the Warrant), in each case as further specified in the Warrant, execute, issue and deliver to the Warrant Agent, the shares of Class A Common Stock to which such registered holder is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder. Upon receipt of such shares of Class A Common Stock and written instructions from the Company, the Warrant Certificate Agent shall transmit such shares of Class A Common Stock to or upon the order of the registered holder. In lieu of delivering physical certificates representing the shares of Class A Common Stock issuable upon exercise, provided the Company’s transfer agent is participating in DTC’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to his duly authorized assigns cause its transfer agent to electronically transmit the shares of Class A Common Stock issuable upon exercise to DTC by crediting the account of the holder’s DTC participant through the Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. All shares of Class A Common Stock issued by the Company upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable. (h) The Company shall provide to the Warrant Agent and each registered holder of the Warrants prompt written notice of any time that the Company is unable to issue shares of Class A Common Stock via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the registered holder has exercised a Warrant in accordance with Section 1(a) the terms of the Warrant Certificate, subject but prior to the provisions delivery of Section 6 hereofthe shares of Class A Common Stock, the Company shall rescind the previously submitted Exercise Notice and the Company shall return all consideration paid by registered holder for such shares upon such rescission. The Company shall promptly provide the Warrant Agent with notice of such rescission. (i) In the event that the Company receives an Exercise Notice from a registered holder, or any other notice which is a condition precedent to the performance of the obligations of the Warrant Agent under this Agreement, the Company hereby covenants to transmit to the Warrant Agent such notice as promptly as practicable, and acknowledges that in no event shall the Warrant Agent be liable for the Company’s action or failure to act that causes untimely delivery of such notice.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Class H Warrants shall be exercisable commencing on the 90-day anniversary of the date of issuance (the “Class H Initial Exercisability Date (as such term is defined in the Warrant CertificateExercise Date”). The Class H Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration date that is the nine month anniversary of the Class H Initial Exercise Date (as such term the “Class H Expiration Date”). The Class I Warrants shall be exercisable commencing on the 90 day anniversary of the date of issuance (the “Class I Initial Exercise Date”). The Class I Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the date that is defined in the Warrant Certificatefive year anniversary of the Initial Exercise Date (the “Class I Expiration Date”). Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in Price, which may be made, at the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) option of the Warrant Certificateholder, by wire transfer or by certified or official bank check in United States dollars, to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may be designated for such purposeby the Warrant Agent from time to time. In the case of the Holder of a Global WarrantBook-Entry Warrant Certificate, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be requireddescribed herein. (b) Upon receipt If at the time of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) hereof there is an no effective registration statement permitting registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to or resale the Holder without a restrictive legend and all of the Warrant Shares are not then registered for resale by Holder into the market at market prices from time to time on an effective registration statement for use on a continuous basis (or (B) the Warrant prospectus contained therein is being exercised via Cashless Exercisenot available for use), then the certificates Warrant may only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which Holder elects to exercise this Warrant by means of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant a “cashless exercise,” as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent.Exercise Notice; (dB) The Warrant Agent shall deposit all funds received by it in payment of = the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account this Warrant, as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.adjusted hereunder; and

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date sixty (as such term is defined in the Warrant Certificate)60) days after their date of issuance. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on October 14, 2014 (the “Expiration Date (as such term is defined in the Warrant CertificateDate”). Subject to the foregoing and to Section 7(b6(b) below, the Holder registered holder of a any Warrant Certificate may exercise the Warrant Warrants evidenced thereby in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment form of election to purchase on the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificatereverse thereof duly executed, to the Warrant Agent at the principal office of the Warrant Agent in Canton, Massachusetts or to the office of one of its agents as may be designated for such purpose. In by the case of the Holder of a Global WarrantWarrant Agent from time to time, the Holder shall deliver the executed Exercise Notice and the together with payment of the Exercise Price pursuant Price, which may be made, at the option of the holder in cash in United States dollars or by certified or official bank check to Section 1(a) the principal office of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by Agent where the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise PriceCertificate is being surrendered. No ink-original Exercise Notice payment or adjustment shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) made on account of any Exercise Notice be requireddistributions or dividends on the Common Stock issued upon exercise of a Warrant. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant CertificateDate, with the executed Exercise Notice and form of election to purchase duly executed, accompanied by payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, for the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, tax or governmental charge referred to in Section 6 by wire transfer5 in cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein)Company, the Warrant Agent shall thereupon promptly (i) requisition from any transfer agent of the Common Stock certificates for the number of whole shares of Common Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests and (ii) after receipt of such certificates, cause the Warrant Shares underlying such Warrant Certificate or Global Warrant same to be delivered to or upon the order of the Holder registered holder of such Warrant Certificate or Global WarrantCertificate, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate)holder. If Upon receipt by the Company is then of a participant in Warrant Certificate at the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that principal office of the Warrant Agent. Notwithstanding anything else , with the form of election to purchase duly executed, and payment of the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate applicable Exercise Price of as required hereby, the Warrant Shares to be purchased upon exercise holder of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date Certificate shall be deemed extended by one Business Day for each Business Day (to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or part thereof) until that certificates representing such payment is shares of Common Stock shall not then be actually delivered to the holder of such Warrant AgentCertificate. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (ec) In case the Holder registered holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may shall be issued by the Warrant Agent to the Holder registered holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificateassigns, subject to the provisions of Sections 5, 6(b) and Section 6 13 hereof. (d) The Company acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. The Company will not receive interest on any deposits or Exercise Price payment.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Class H Warrants shall be exercisable commencing on the 45-day anniversary of the date of issuance (the “Class H Initial Exercisability Date (as such term is defined in the Warrant CertificateExercise Date”). The Class H Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration date that is the nine month anniversary of the Class H Initial Exercise Date (as such term the “Class H Expiration Date”). The Class I Warrants shall be exercisable commencing on the 45 day anniversary of the date of issuance (the “Class I Initial Exercise Date”). The Class I Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the date that is defined in the Warrant Certificatefive year anniversary of the Initial Exercise Date (the “Class I Expiration Date”). Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in Price, which may be made, at the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) option of the Warrant Certificateholder, by wire transfer or by certified or official bank check in United States dollars, to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may be designated for such purposeby the Warrant Agent from time to time. In the case of the Holder of a Global WarrantBook-Entry Warrant Certificate, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be requireddescribed herein. (b) Upon receipt If at the time of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) hereof there is an no effective registration statement permitting registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to or resale the Holder without a restrictive legend and all of the Warrant Shares are not then registered for resale by Holder into the market at market prices from time to time on an effective registration statement for use on a continuous basis (or (B) the Warrant prospectus contained therein is being exercised via Cashless Exercisenot available for use), then the certificates Warrant may only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Business Day immediately preceding the date on which Holder elects to exercise this Warrant by means of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant a “cashless exercise,” as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent.Exercise Notice; (dB) The Warrant Agent shall deposit all funds received by it in payment of = the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account this Warrant, as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.adjusted hereunder; and

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)whole or in part immediately upon and after issuance. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration date which is the five year anniversary of the Effective Date (as such term is defined in the Warrant Certificate“Expiration Date”). Subject to the foregoing and to Section 7(b6(b) below, the Holder registered holder of a any Warrant Certificate may exercise the Warrant Warrants evidenced thereby in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice duly executed, to the Warrant Agent, or Computershare, as applicable, at the principal office of the Warrant Agent in Canton, Massachusetts or to the office of one of its agents as may be designated by the Warrant Agent from time to time, together with payment of the Exercise Price, which may be made, at the option of the holder, (i) in cash in United States dollars or by certified or official bank check, (ii) in the event that the Current Market Price exceeds the Exercise Price, by a Cashless Exercise (as defined below) or (iii) by any combination of (i) and (ii), to the principal office of the Warrant Agent where the Warrant Certificate is being surrendered. A "Cashless Exercise" shall mean an exercise of a Warrant in accordance with the immediately following two sentences. To effect a Cashless Exercise, the holder may exercise a Warrant or Warrants without payment of the Exercise Price in cash by surrendering such Warrant or Warrants (as represented by one or more Warrant Certificates) and, in exchange therefor, receiving such term is defined number of shares of Common Stock equal to the product of (1) that number of shares of Common Stock for which such Warrants are exercisable and which would be issuable in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) event of the Warrant Certificate, to the Warrant Agent at the office of the Warrant Agent designated for such purpose. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the an exercise with payment in cash of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary and (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable2) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary Cashless Exercise Ratio (or such other clearing corporation, as applicabledefined below). The Company acknowledges that "Cashless Exercise Ratio" shall equal a fraction, the bank accounts maintained by numerator of which is the excess of the Current Market Price (calculated as set forth in this agreement) per share of Common Stock on the date of exercise over the Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Price per share of Common Stock on the date of exercise. Upon surrender of a Warrant Agent Certificate representing more than one Warrant in connection with a holder's option to elect a Cashless Exercise, such holder must specify the services provided under number of Warrants for which such Warrant Certificate is to be exercised (without giving effect to such Cashless Exercise). All provisions of this Agreement will shall be in its name and that applicable with respect to a Cashless Exercise of a Warrant Certificate of less than the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit full number of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise PriceWarrants represented thereby. No ink-original Exercise Notice payment or adjustment shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) made on account of any Exercise Notice be required. (b) Upon receipt distributions or dividends on the Common Stock issued upon exercise of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Warrant. The Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause have no obligation under this section to calculate, the Warrant Shares underlying Cashless Exercise Ratio (and the basis for such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date calculation (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by which the Warrant Agent shall have no obligation under this section to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agentrecalculate)). (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)May 6, 2016. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date (May 6, 2021, as such term is defined in date may be extended by the Warrant CertificateCompany from time to time pursuant to Section 5(j) of the Warrants (the “Expiration Date”). Subject to the foregoing and to Section 7(b6(b) below, the Holder registered holder of a any Warrant Certificate may exercise the Warrant Warrants evidenced thereby in whole or in part upon surrender with the form of Notice of Exercise annexed to the Warrant Certificate, if required, with (the executed Exercise “Notice and payment of the Exercise Price (as such term is defined in the Warrant CertificateExercise”) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificateduly executed, to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may be designated for such purpose. In by the case Warrant Agent from time to time, together (unless the cashless exercise procedure specified in Section 2(c) of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the Warrants is used) with payment of the Exercise Price pursuant Price, which may be made by wire transfer or cashier’s check drawn on a United States bank, to Section 1(a) the principal office of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by Agent where the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise PriceCertificate is being surrendered. No ink-original Exercise Notice notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice notice of exercise form be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (eachreceipt, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant CertificateDate, with of the executed Exercise Notice and form of election to purchase duly executed, accompanied by payment of the Exercise Price pursuant to Section 1(a(if applicable) of for the Warrant Certificate, the shares Shares to be purchased (other than in the case of a Cashless Exercise) or exercised and an amount equal to any applicable tax, tax or governmental charge referred to in Section 6 5 by wire transfer, transfer or by certified cashier’s check or drawn on a United States bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein)Company, the Warrant Agent shall cause thereupon promptly comply with the mechanics set forth in Section 2(d)(i) of each Warrant Certificate. Upon receipt by the Company, at the principal office of the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon Agent, the order duly executed Notice of Exercise, and payment (if applicable) of the Holder applicable Exercise Price as required hereby, the holder of such Warrant Certificate shall be deemed to be the holder of record of the Ordinary Shares issuable upon such exercise, notwithstanding that the share transfer books of the Company shall then be closed or Global Warrant, registered in that certificates representing such name or names as may Ordinary Shares shall not then be designated by actually delivered to the holder of such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If . (c) Notwithstanding anything to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate to the Company is then a participant in until the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance Holder has purchased all of the Warrant Shares available to or resale be purchased under the Warrant and the Warrant has been exercised in full, in which case the Holder shall surrender the Warrant Certificate to the Company for cancellation within three (3) Business Days of the date of the final Notice of Exercise is delivered to the Company. Partial exercises of Warrants resulting in purchases of a portion of the total number of Warrant Shares by Holder or (B) available under any Warrant Certificate shall have the effect of lowering the outstanding number of Warrant Shares purchasable under the Warrant is being exercised via Cashless Exercise, then in an amount equal to the certificates for applicable number of Warrant Shares Purchased, and the Warrant Agent, on behalf of the Company, shall be transmitted by update the Warrant Register for such exercise. Upon request from any Holder that exercises a Warrant in part to receive a new Warrant Certificate for the unexercised portion of such Warrant, the Warrant Agent to the Holder by crediting the account of the Holder’s broker shall promptly comply with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c2(d)(ii) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)August 2, 2016. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on August 2, 2021 (the Expiration Date (as such term is defined “Expiry Time”). A Warrant represented by a definitive Warrant Certificate shall be exercisable in accordance with the terms of the Warrant Certificate), including Section 2(a) thereof. Book-Entry Warrants shall be exercisable as follows: Subject to the foregoing and to Section 7(b6(b) below, the a Holder of a Warrant may exercise the Warrant Book-Entry Warrants in whole or in part upon surrender of by delivery to the Company with a copy to the Warrant CertificateAgent, if requiredof a properly completed and duly executed copy (by fax, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(aemail or otherwise) of the notice of exercise (the “Notice of Exercise”) annexed to the form of Warrant Certificate, to the Warrant Agent at the office . Within two (2) days following delivery of the Warrant Agent designated for such purpose. In the case Notice of the Holder of a Global WarrantExercise, the Holder shall deliver make payment to the executed Exercise Notice and Company, or such other account specified by the payment Company, of an amount equal to the applicable Exercise Price pursuant multiplied by the number of Warrant Shares as to which the Book-Entry Warrant is being exercised by certified check drawn on a United States bank or by bank wire transfer in immediately available funds (unless the cashless exercise procedure specified in Section 1(a2(c) of the form of Warrant Certificate is applicable to such exercise and is specified in the Notice of Exercise) (the date of the later of receipt of the Notice of Exercise and receipt of such payment, or in the case of cashless exercise under Section 2(c) of the form of Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions)date of receipt of the Notice of Exercise, shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable“Exercise Date”). The Company acknowledges that Execution and delivery of the bank accounts maintained by Notice of Exercise with respect to less than all of the Warrant Agent in connection with Shares shall have the services provided under this Agreement will be in its name same effect as cancellation of the original Book-Entry Warrant and that issuance of a new Book-Entry Warrant evidencing the right to purchase the remaining number of Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise PriceShares. No ink-original Notice of Exercise Notice shall be required, nor shall any or medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Notice form shall be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent . The Company shall deliver a copy an instruction letter and Notice of the Exercise Notice to the Company and the Company shall promptly calculate and transmit (by fax, email or otherwise) to the Warrant Agent in writing upon receipt of the number Notice of Warrant Shares issuable in connection with such Cashless Exercise. The , directing the Warrant Agent shall issue such number to comply with the terms of Warrant Shares in connection with such Cashless Exercise. (c) the Notice of Exercise and this paragraph. Upon the Warrant Agent’s receipt of a Warrant Certificate receipt, at or prior to the Close of Business on the Expiration Date Date, of such instruction letter and copy of the Notice of Exercise, (i) the Warrant Agent and the Company shall thereupon promptly comply with the mechanics set forth in such Section 2(a)(ii) and Section 2(e)(ii) of the form of Warrant Certificate, with Certificate attached hereto; provided however that the executed Exercise Notice and Warrant Agent shall not issue Warrant Shares until it has received written confirmation from the Company that the Company has received payment of the Exercise Price pursuant to and (ii) the provisions of Section 1(a2(a)(ii) of the form of Warrant CertificateCertificate shall be applicable to the exercise of Book-Entry Warrants in all respects. Upon receipt by the Company of the duly executed Notice of Exercise, the shares Holder of such Book-Entry Warrant shall be deemed to have exercised its Warrant as specified in the Notice of Exercise for purposes of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended. Upon receipt by the Company of the duly executed Notice of Exercise and payment (if applicable) of the applicable Exercise Price as required hereby, the holder of such Book-Entry Warrant shall be deemed to be purchased (other than in the case holder of a Cashless Exercise) and an amount equal to any applicable taxrecord of the Common Stock issuable upon such exercise, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to notwithstanding that the order share transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the holder of such Book-Entry Warrant. (or, b) The Book-Entry Warrants may be exercised in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to accordance with Section 1(a2(c) of the form of Warrant Certificate under the circumstances provided therein. In the event the cashless exercise procedure specified in Section 2(c) of the Warrants is used, the Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement to calculate the shares of Common Stock issuable upon such exercise. The number of shares of Common Stock to be issued on such exercise will be determined by the Company (other than in with written notice thereof to the case of a Cashless ExerciseWarrant Agent) and any other applicable amounts as using the formula set forth herein)in Section 2(c) of the form of Warrant Certificate, the Warrant Agent shall cause have no duty or obligation to investigate or confirm whether the Warrant Shares underlying such Warrant Certificate or Global Warrant Company’s determination of the number of shares of Common Stock to be delivered to issued on such exercise is accurate or upon correct. (c) [Intentionally Omitted] (d) In the order event of the Holder of such Warrant Certificate or Global Warranta cash exercise, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by hereby instructs the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant record cost basis for newly issued shares as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent paid for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its accountshares. (e) In case the Holder event of any a cashless exercise, the Company shall provide cost basis for shares issued pursuant to a cashless exercise at the time the Company provides the Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing Agent with the number of Warrants equivalent shares which are issuable. (f) Prior to the number issuance of the Warrants, the Company shall provide an opinion of counsel to set up a reserve of warrants and related shares of Common Stock. The opinion shall state that all Warrants remaining unexercised may be issued by or shares of Common Stock, as applicable, are: (i) registered under the Warrant Agent Securities Act of 1933, as amended, or are exempt from such registration, and all appropriate state securities law filings have been made with respect to the Holder of such Warrant Certificate Warrants or to his duly authorized assigns in accordance shares; and (ii) with Section 1(a) of the Warrant Certificate, subject respect to the provisions shares of Section 6 hereofCommon Stock, are validly issued, fully paid and non-assessable.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date (as such term is defined in the Warrant Certificate)Date. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in Price, which may be made, at the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) option of the Warrant CertificateHolder, by wire transfer or by certified or official bank check in United States dollars, to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may be designated for such purposeby the Warrant Agent from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificateas described herein. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and Notice, accompanied by payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, for the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section 6 by wire transferin cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate)Date. If the Company is then a participant in the DWAC system of the Depositary Depository and either (A) there is an effective registration statement statement, or qualified offering statement, permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary Depository through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver certificates representing any such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one Business Day day for each Business Day day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (ec) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a2(d)(ii) of the Warrant Certificate, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined initial exercise date set forth in the Warrant Certificate). The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date (as such term is defined in the Warrant Certificate)Date. Subject to the foregoing and to Section Sections 7(b) and 7(f) below, the Holder of a Warrant may exercise the Warrant Warrants in whole or in part upon (i) surrender of the Warrant Certificate, if requiredapplicable, with and (ii) delivery of the properly completed and duly executed Exercise Notice and and, except in the case of a Net Exercise, payment of the Exercise Price (as such term is defined in Price, which may be made, at the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) option of the Warrant CertificateHolder, by wire transfer or by certified or official bank check in U.S. dollars, to the Warrant Agent at the office of the Warrant Agent designated for such purposepurposes. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed The Exercise Notice and the payment of the for a Net Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering be delivered to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable)Company. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its the Company’s name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders Holder will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (b) Upon receipt of an An Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent Net Exercise shall deliver a copy of the Exercise Notice to be delivered by the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing along with the number of Warrant Shares issuable in connection with such Cashless Net Exercise. The Warrant Agent shall issue such have no obligation under this Agreement to calculate, the number of Warrant Shares issuable in connection with a Net Exercise, nor shall the Warrant agent have any duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares issuable upon such Cashless Exerciseexercise, pursuant to this Section 7, is accurate or correct. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate Certificate, if applicable, at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, Certificate with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of for the Warrant Certificate, the shares Shares to be purchased (other than in the case of a Cashless Net Exercise) and an amount equal to any applicable tax, or governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein)Agent, the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Book-Entry Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, Book-Entry Warrant registered in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate)or Share Delivery Date. If the Company is then a participant in the DWAC system of the Depositary Depository Trust Company (the “Depository”) and there is either (Ai) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (Bii) the Warrant is being exercised via Cashless ExerciseShares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary Depository through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Net Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereofhereof by the Warrant Share Delivery Date, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one Business Day day for each Business Day day (or part thereof) until such payment is delivered to the Warrant Agent. With respect to the exercise of any Book-Entry Warrants, the Warrant Agent shall, as promptly as practicable following any exercise, execute and deliver a written confirmation evidencing the book-entry registration of the Warrant Shares in the Holder’s name, and if the Book-Entry Warrants shall not have been exercised in full, a new book-entry position for the number of Warrants Shares as to which the Book-Entry Warrants shall not have been exercised. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced therebyby any Warrant Certificate (if applicable), upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his its duly authorized assigns in accordance with Section 1(a) 11 of the Warrant Certificate, subject to the provisions of Section 6 hereof. (f) The Holder may not exercise the Warrants in whole or in part prior to the earlier of (i) the date of effectiveness of the Resale Registration Statement (as such term is defined in the Securities Purchase Agreement) and (ii) October 23, 2024. (g) To the extent the Warrant Agent requires the Company to provide the Warrant Agent any instruction, confirmation or information prior to effecting any request of the Holder pursuant to this Agreement, including, for the avoidance of doubt, in order to effect the issuance of any Warrant, effect the exercise of any Warrant or provide ownership or other information with respect to any Warrant, the Company shall promptly provide such instruction, confirmation or information to the Warrant Agent.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on during the Initial Exercisability Date Exercise Period (as such term is defined in the Warrant Certificate). The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date (as such term is defined in the Warrant Certificate). Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to in accordance with Section 1(a) 2 of the Warrant Certificate, to the Warrant Agent at the office of the Warrant Agent designated for such purpose. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) 2 of the Warrant Certificate, subject to the provisions of Section 6 hereof. (c) The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement to calculate, the cashless exercise ratio. The number of Warrant Shares to be issued on such exercise will be determined by the Company (with written notice thereof to the Warrant Agent) using the formula set forth in Section 3(a)(ii) of the Warrant Certificate, the Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares to be issued on such exercise, pursuant to Section 3(a)(ii) of the Warrant Certificate, is accurate or correct. (d) In the event of a cash exercise of the Warrants, the Company hereby instructs the Warrant Agent to record basis for newly issued Warrant Shares in manner subsequently communicated in writing to the Warrant Agent. (e) The Company shall provide cost basis for Warrant Shares issued pursuant to a cashless exercise at the time the Company provides the cashless exercise ratio to the Warrant Agent pursuant to Section 3(a)(ii) of the Warrant Certificate.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate). The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date (as such term is defined in the Warrant Certificate). Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificate, to the Warrant Agent at the office of the Warrant Agent designated for such purpose. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined initial exercise date set forth in the Warrant Certificate). The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date (as such term is defined in the Warrant Certificate)Date. Subject to the foregoing and to Section Sections 7(b) and 7(f) below, the Holder of a Warrant may exercise the Warrant Warrants in whole or in part upon (i) surrender of the Warrant Certificate, if requiredapplicable, with and (ii) delivery of the properly completed and duly executed Exercise Notice and and, except in the case of a Net Exercise, payment of the Exercise Price (as such term is defined in Price, which may be made, at the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) option of the Warrant CertificateHolder, by wire transfer or by certified or official bank check in U.S. dollars, to the Warrant Agent at the office of the Warrant Agent designated for such purposepurposes. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed The Exercise Notice and the payment of the for a Net Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering be delivered to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable)Company. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its the Company’s name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders Holder will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (b) Upon receipt of an An Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent Net Exercise shall deliver a copy of the Exercise Notice to be delivered by the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing along with the number of Warrant Shares issuable in connection with such Cashless Net Exercise. The Warrant Agent shall issue such have no obligation under this Agreement to calculate, the number of Warrant Shares issuable in connection with a Net Exercise, nor shall the Warrant agent have any duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares issuable upon such Cashless Exerciseexercise, pursuant to this Section 7, is accurate or correct. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate Certificate, if applicable, at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, Certificate with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of for the Warrant Certificate, the shares Shares to be purchased (other than in the case of a Cashless Net Exercise) and an amount equal to any applicable tax, or governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein)Agent, the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Book-Entry Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, Book-Entry Warrant registered in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate)or Share Delivery Date. If the Company is then a participant in the DWAC system of the Depositary Depository Trust Company (the “Depository”) and there is either (Ai) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (Bii) the Warrant is being exercised via Cashless ExerciseShares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary Depository through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Net Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereofhereof by the Warrant Share Delivery Date, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one Business Day day for each Business Day day (or part thereof) until such payment is delivered to the Warrant Agent. With respect to the exercise of any Book-Entry Warrants, the Warrant Agent shall, as promptly as practicable following any exercise, execute and deliver a written confirmation evidencing the book-entry registration of the Warrant Shares in the Holder’s name, and if the Book-Entry Warrants shall not have been exercised in full, a new book-entry position for the number of Warrants Shares as to which the Book-Entry Warrants shall not have been exercised. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced therebyby any Warrant Certificate (if applicable), upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his its duly authorized assigns in accordance with Section 1(a) 11 of the Warrant Certificate, subject to the provisions of Section 6 hereof. (f) The Holder may not exercise the Warrants in whole or in part prior to the earlier of (i) the date of effectiveness of the Resale Registration Statement (as such term is defined in the Securities Purchase Agreement) and (ii) [●]2, 2024. (g) To the extent the Warrant Agent requires the Company to provide the Warrant Agent any instruction, confirmation or information prior to effecting any request of the Holder pursuant to this Agreement, including, for the avoidance of doubt, in order to effect the issuance of any Warrant, effect the exercise of any Warrant or provide ownership or other information with respect to any Warrant, the Company shall promptly provide such instruction, confirmation or information to the Warrant Agent.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)upon their date of issuance. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the date (the "Expiration Date (as such term Date") which is defined in the Warrant Certificate)sixth anniversary of the Closing. Subject to the foregoing and to Section 7(b6(b) below, the Holder registered holder of a any Warrant Certificate may exercise the Warrant Warrants evidenced thereby in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment form of election to purchase on the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificatereverse thereof duly executed, to the Warrant Agent at the principal office of the Warrant Agent designated for such purpose. In the case of the Holder of a Global Warrantin Chicago, the Holder shall deliver the executed Exercise Notice and the Illinois, together with payment of the Exercise Price pursuant in immediately available funds denominated in U.S. dollars for each share of Common Stock as to Section 1(a) of which the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that Warrants are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be requiredexercised. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant CertificateDate, with the executed Exercise Notice and form of election to purchase duly executed, accompanied by payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, for the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, tax or governmental charge referred to in Section 6 by wire transfer10 in cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein)Company, the Warrant Agent shall thereupon promptly (i) requisition from any transfer agent of the Common Stock certificates for the number of whole shares of Common Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares and (iii) after receipt of such certificates, cause the Warrant Shares underlying such Warrant Certificate or Global Warrant same to be delivered to or upon the order of the Holder registered holder of such Warrant Certificate or Global WarrantCertificate, registered in such name or names as may be designated by such Holderholder, no later than and, when appropriate, after receipt promptly deliver such cash to or upon the Share Delivery Date (as order of the registered holder of such term is defined in the Warrant Certificate). If Upon receipt by the Company is then of a participant in Warrant Certificate at the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that principal office of the Warrant Agent. Notwithstanding anything else , with the form of election to purchase duly executed, and payment of the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate applicable Exercise Price of as required hereby, the Warrant Shares to be purchased upon exercise holder of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date Certificate shall be deemed extended by one Business Day for each Business Day (to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or part thereof) until that certificates representing such payment is shares of Common Stock shall not then be actually delivered to the holder of such Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) Certificate. In case the Holder registered holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may shall be issued by the Warrant Agent to the Holder registered holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificateassigns, subject to the provisions of Section 6 Sections 5, 6(b) and 12 hereof. Notwithstanding anything in this Agreement to the contrary, neither the Warrant Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of any Warrant Certificate upon the occurrence of any purported exercise thereof unless the registered holder shall have completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Warrant Certificate surrendered for exercise.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be are exercisable commencing beginning on the Initial Exercisability Date (as such term is defined in the Warrant Certificate). The Warrants _____, 2024, and shall cease to be exercisable and shall terminate and become voidvoid at 5:00 p.m. (New York City time) on _____, and all rights thereunder and under this Agreement shall cease, at or prior to 2029 (the Close of Business on the “Warrant Expiration Date (as such term is defined in the Warrant CertificateDate”). Subject to the foregoing and to Section 7(b6(b) below, hereof and the Holder of a Warrant may exercise the Warrant beneficial ownership limitations set forth in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a2(e) of the Warrant Certificate, unless otherwise agreed to by the Warrant Agent and the Company, the registered holder of any Warrant may exercise the Warrants evidenced thereby in whole or in part and from time to time by delivering to the Warrant Agent Agent, at the office of the Warrant Agent designated for such purpose. In , which office shall initially be 000 Xxxxxx Xxxxxx, Suite V, Canton, Massachusetts 02021, Attention: Corporate Actions Voluntary, (i) (A) in the case of a Certificated Warrant, an exercise notice, in the Holder form attached to the Warrant Certificate as an annex thereto (together with the exercise forms referred to in clause (B) below, the “Exercise Notice”), properly completed and duly signed, and (B) in the case of a Global Direct Registration Warrant, the Holder shall deliver the executed an Exercise Notice substantially in the form of Exhibit B attached hereto, properly completed and the duly signed, and (ii) payment of the Exercise Price for the number of Ordinary Shares as to which such Warrants are being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 1(a2(c) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functionsWarrant), shall effect exercises by delivering to the Depositary (and all applicable taxes or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent charges due in connection with the services provided under this Agreement will be exercise of such Warrants, in its name lawful money of the United States of America by certified or official bank check and that the date on which the last of such items is delivered to the Warrant Agent may receive investment earnings (as determined in connection accordance with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or notice provisions hereof) is an “Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be requiredDate. (b) ” Upon receipt of an Exercise Notice for indicating a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”)exercise, the Warrant Agent shall will promptly deliver a copy of the Exercise Notice to the Company and to confirm the number of Ordinary Shares issuable in connection with the cashless exercise. The Company shall promptly calculate and transmit to the Warrant Agent in writing a written notice, and the Warrant Agent shall have no obligation under this Agreement or the Warrant to calculate, the number of Warrant Ordinary Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such any cashless exercise or to investigate or confirm whether the Company’s determination of the number of Warrant Ordinary Shares to be issued in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt exercise is accurate or correct. Partial exercises of a Warrant Certificate at or prior to the Close resulting in purchases of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment a portion of the Exercise Price pursuant to Section 1(a) total number of Ordinary Shares available thereunder shall have the Warrant Certificate, effect of lowering the shares to be purchased (other than outstanding number of Ordinary Shares purchasable thereunder in the case of a Cashless Exercise) and an amount equal to any the applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order number of the Ordinary Shares purchased. The Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant may, in their sole discretion, agree to be delivered to or upon the order allow holders of the Holder of such Warrant Certificate or Global Warrant, registered Warrants to exercise their Warrants using procedures other than those set forth in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in this Agreement and the Warrant Certificate). . (b) If the Company is then a participant in the DWAC system any of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder Exercise Notice, (B) Certificated Warrants, or (B) the Warrant Exercise Price therefor, and all applicable taxes and charges due in connection therewith, is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted received by the Warrant Agent after 5:30 p.m., New York Time, on any date, or on a date that is not a Business Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Business Day next succeeding such date. If the Warrants are received or deemed to be received after the Warrant Expiration Date, the exercise thereof will be null and void and any funds delivered to the Holder Warrant Agent will be returned to the registered holder as soon as practicable. The validity of any exercise of Warrants will be determined by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of in its sole discretion and such determination will be final and binding upon the Warrant Certificate, such obligation shall be solely that of the Company registered holder and not that of the Warrant Agent. Notwithstanding anything else to Neither the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to Company nor the Warrant Agent of an amount equal shall have any obligation to the aggregate Exercise Price inform a registered holder of the Warrant Shares to be purchased upon invalidity of any exercise of such Holder’s Warrant as set forth in Section 7(a) hereofWarrants. “Business Day” means any day except any Saturday, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such paymentany Sunday, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment any day which is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants a federal legal holiday in the account of the Company maintained with the Warrant Agent for such purpose (United States or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each any day on which Exercise Notices banking institutions in the State of New York are received authorized or funds for the exercise of any Warrant are received of the amount so deposited required by law or other governmental action to its accountclose. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificate, subject to the provisions of Section 6 hereof.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date (as such term is defined in the Warrant Certificate)upon their date of issuance. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the date (the “Expiration Date (as such term Date”) which is defined in the Warrant Certificate)third anniversary of the Closing Date. Subject to the foregoing and to Section 7(b6(b) below, the Holder registered holder of a any Warrant Certificate may exercise the Warrant Warrants evidenced thereby in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment form of election to purchase on the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificatereverse thereof duly executed, to the Warrant Agent at the principal office of the Warrant Agent designated for such purpose. In the case of the Holder of a Global Warrantin Chicago, the Holder shall deliver the executed Exercise Notice and the Illinois, together with payment of the Exercise Price pursuant in immediately available funds denominated in U.S. dollars for each share of Common Stock as to Section 1(a) of which the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that Warrants are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be requiredexercised. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant CertificateDate, with the executed Exercise Notice and form of election to purchase duly executed, accompanied by payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, for the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, tax or governmental charge referred to in Section 6 by wire transfer8(c) in cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein)Company, the Warrant Agent shall thereupon promptly (i) requisition from any transfer agent of the Common Stock certificates for the number of whole shares of Common Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares and (iii) after receipt of such certificates, cause the Warrant Shares underlying such Warrant Certificate or Global Warrant same to be delivered to or upon the order of the Holder registered holder of such Warrant Certificate or Global WarrantCertificate, registered in such name or names as may be designated by such Holderholder, no later than and, when appropriate, after receipt promptly deliver such cash to or upon the Share Delivery Date (as order of the registered holder of such term is defined in the Warrant Certificate). If Upon receipt by the Company is then of a participant in Warrant Certificate at the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that principal office of the Warrant Agent. Notwithstanding anything else , with the form of election to purchase duly executed, and payment of the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate applicable Exercise Price of as required hereby, the Warrant Shares to be purchased upon exercise holder of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date Certificate shall be deemed extended by one Business Day for each Business Day (to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or part thereof) until that certificates representing such payment is shares of Common Stock shall not then be actually delivered to the holder of such Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) Certificate. In case the Holder registered holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may shall be issued by the Warrant Agent to the Holder registered holder of such Warrant Certificate or to his its duly authorized assigns in accordance with Section 1(a) of the Warrant Certificateassigns, subject to the provisions of Section 6 Sections 5, 6(b) and 12 hereof. Notwithstanding anything in this Agreement to the contrary, neither the Warrant Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of any Warrant Certificate upon the occurrence of any purported exercise thereof unless the registered holder shall have completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Warrant Certificate surrendered for exercise.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Issuance Date (as such term is defined in the Warrant Certificate). The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Expiration Date (as such term is defined in the Warrant Certificate). Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, accordance with the executed Exercise Notice and payment of the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificate, to the Warrant Agent at the office of the Warrant Agent designated for such purpose. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date shall be deemed extended by one Business Day for each Business Day (or part thereof) until such payment is delivered to the Warrant Agent. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (e) In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a1(a)(iii) of the Warrant Certificate, subject to the provisions of Section 6 hereof. (c) The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement to calculate, the cashless exercise ratio. The number of Warrant Shares to be issued on such exercise will be determined by the Company (with written notice thereof to the Warrant Agent) using the formula set forth in Section 1(d) of the Warrant Certificate, the Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares to be issued on such exercise, pursuant to Section 1(d) of the Warrant Certificate, is accurate or correct. (d) In the event of a cash exercise of the Warrants, the Company hereby instructs the Warrant Agent to record basis for newly issued Warrant Shares in manner subsequently communicated in writing to the Warrant Agent. (e) The Company shall provide cost basis for Warrant Shares issued pursuant to a cashless exercise at the time the Company provides the cashless exercise ratio to the Warrant Agent pursuant to Section 1(d) of the Warrant Certificate.

Exercise of Warrants; Exercise Price; Expiration Date. (a) The Warrants shall be exercisable commencing on the Initial Exercisability Date sixty (as such term is defined in the Warrant Certificate)60) days after their date of issuance. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on October ___, 2014 (the “Expiration Date (as such term is defined in the Warrant CertificateDate”). Subject to the foregoing and to Section 7(b6(b) below, the Holder registered holder of a any Warrant Certificate may exercise the Warrant Warrants evidenced thereby in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment form of election to purchase on the Exercise Price (as such term is defined in the Warrant Certificate) (unless exercised via a cashless exercise) pursuant to Section 1(a) of the Warrant Certificatereverse thereof duly executed, to the Warrant Agent at the principal office of the Warrant Agent in Canton, Massachusetts or to the office of one of its agents as may be designated for such purpose. In by the case of the Holder of a Global WarrantWarrant Agent from time to time, the Holder shall deliver the executed Exercise Notice and the together with payment of the Exercise Price pursuant Price, which may be made, at the option of the holder in cash in United States dollars or by certified or official bank check to Section 1(a) the principal office of the Warrant Certificate. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by Agent where the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise PriceCertificate is being surrendered. No ink-original Exercise Notice payment or adjustment shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) made on account of any Exercise Notice be requireddistributions or dividends on the Common Stock issued upon exercise of a Warrant. (b) Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 1(d) of the Warrant Certificate (each, a “Cashless Exercise”), the Warrant Agent shall deliver a copy of the Exercise Notice to the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall issue such number of Warrant Shares in connection with such Cashless Exercise. (c) Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth in such Warrant CertificateDate, with the executed Exercise Notice and form of election to purchase duly executed, accompanied by payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate, for the shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, tax or governmental charge referred to in Section 6 by wire transfer5 in cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price pursuant to Section 1(a) of the Warrant Certificate (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein)Company, the Warrant Agent shall thereupon promptly (i) requisition from any transfer agent of the Common Stock certificates for the number of whole shares of Common Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests and (ii) after receipt of such certificates, cause the Warrant Shares underlying such Warrant Certificate or Global Warrant same to be delivered to or upon the order of the Holder registered holder of such Warrant Certificate or Global WarrantCertificate, registered in such name or names as may be designated by such Holder, no later than the Share Delivery Date (as such term is defined in the Warrant Certificate)holder. If Upon receipt by the Company is then of a participant in Warrant Certificate at the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate, such obligation shall be solely that of the Company and not that principal office of the Warrant Agent. Notwithstanding anything else , with the form of election to purchase duly executed, and payment of the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate applicable Exercise Price of as required hereby, the Warrant Shares to be purchased upon exercise holder of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Share Delivery Date Certificate shall be deemed extended by one Business Day for each Business Day (to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or part thereof) until that certificates representing such payment is shares of Common Stock shall not then be actually delivered to the holder of such Warrant AgentCertificate. (d) The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the end of each day on which Exercise Notices are received or funds for the exercise of any Warrant are received of the amount so deposited to its account. (ec) In case the Holder registered holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may shall be issued by the Warrant Agent to the Holder registered holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a) of the Warrant Certificateassigns, subject to the provisions of Section 6 Sections 5, 6(b) and 13 hereof. (d) The Company acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. The Company will not receive interest on any deposits or Exercise Price payment.