Common use of Exercise Procedure Clause in Contracts

Exercise Procedure. To exercise this Warrant, the Warrantholder shall deliver to the Company at its principal executive offices: (a) payment of the aggregate Exercise Price in the manner provided in Section 2.3 (as computed by multiplying (A) the Exercise Price by (B) the number of shares of Common Stock for which the Warrantholder is exercising this Warrant at such time); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex I; and (c) this Warrant. Upon receipt of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within three (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.6. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rights.

Exercise Procedure. To exercise (a) This Warrant shall be deemed to have been exercised when the Company has received all of the following items (the "Exercise Time") (a) a completed Exercise Agreement, as described in paragraph lC below, executed by the Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); (b) this Warrant, the Warrantholder shall deliver ; and (c) either (1) a check payable to the Company at its principal executive offices: (a) payment in an amount equal to the product of the aggregate Exercise Price in the manner provided in Section 2.3 (as computed by multiplying (A) the Exercise Price multiplied by (B) the number of shares of Common Warrant Stock for which being purchased upon such exercise (the Warrantholder is exercising this Warrant at such time"Aggregate Exercise Price"); , (b2) a completed and properly executed Notice the surrender to the Company of Exercise in substantially the form attached hereto as Annex I; and (c) this Warrant. Upon receipt debt or equity securities of the aggregate Company or any of its wholly-owned Subsidiaries having a Market Price equal to the Aggregate Exercise Price and of the required deliverables pursuant Warrant Stock being purchased upon such exercise (provided that for purposes of this subparagraph, the Market Price of any note or other debt security or any preferred stock shall be deemed to be equal to the preceding sentence, the Company shall, within three aggregate outstanding principal amount or liquidation value thereof plus all accrued and unpaid interest thereon or accrued or declared and unpaid dividends thereon) or (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver a written notice to the Warrantholder duly executed certificate(sCompany that the Purchaser is exercising the Warrant (or a portion thereof) representing by authorizing the aggregate Company to withhold from issuance a number of shares of Common Warrant Stock issuable upon such exercise, together with cash in lieu exercise of any fraction the Warrant which when multiplied by the Market Price of a the Warrant Share as provided in Section 2.6. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver Stock is equal to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares Aggregate Exercise Price (and such withheld shares shall no longer be issuable (which shall in all other respects be identical to under this Warrant). All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rights.

Exercise Procedure. To exercise (a) This Warrant shall be deemed to have been exercised at such time as the Company has received all of the following items (the "Exercise Date"): (i) A completed Exercise Agreement, as described below, executed by the Person exercising all or part of the purchase rights represented by this WarrantWarrant (the "Purchaser"); (ii) This Warrant (subject to delivery by the Company of a new Warrant with respect to any unexercised portion, as provided in Paragraph (b) of Subsection 2.2); (iii) If this Warrant is not registered in the Warrantholder shall deliver name of the Purchaser, an Assignment or Assignments substantially in the form set forth as Exhibit II hereto, evidencing the assignment of this Warrant to the Purchaser; and (iv) If the Purchaser has elected not to make a Cashless Exercise as provided in Paragraph (b) of this Subsection 2.2, a certified or bank check or other certified funds payable to the Company at its principal executive offices: (a) payment in an amount equal to the product of the aggregate Exercise Price in the manner provided in Section 2.3 (as computed by multiplying (A) the Exercise Price multiplied by (B) the number of shares of Common Stock for which the Warrantholder is exercising this Warrant at being purchased upon such time); exercise. (b) a completed and properly executed Notice Certificates for Stock purchased upon exercise of Exercise in substantially the form attached hereto as Annex I; and (c) this Warrant. Upon receipt of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within three (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.6. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in partbe delivered by the Company to the Purchaser within five (5) business days after the Exercise Date. However, if the Purchaser has elected to make a "Cashless Exercise" as herein described, the Company shall deliver certificates for the number of shares that results from subtracting, from the total number of Stock otherwise deliverable upon exercise, the number of Stock whose value, calculated using the Market Price, is equal to the Warrantholder a new warrant evidencing the rights value of the Warrantholder to purchase the remaining Warrant Shares issuable payment otherwise required for exercise by Paragraph (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise a)(iv) of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rightsSubsection 2.

Exercise Procedure. To exercise this Warrant, the Warrantholder shall deliver to the Company at its principal executive offices: (a) payment of the aggregate Exercise Price in the manner provided in Section SECTION 2.3 (as computed by multiplying (A) the Exercise Price by (B) the number of shares of Common Stock for which the Warrantholder is exercising this Warrant at such time); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex I; and (c) this Warrant. The minimum number of shares of Common Stock for which this Warrant or any portion thereof shall be exercisable at any one time shall be 10,000, unless the remaining number of shares of Common Stock for which this Warrant is then exercisable shall be less than 10,000, in which case such remaining shares shall be the minimum number of shares of Common Stock for which this Warrant is then exercisable. Upon receipt of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within three five (35) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in Section SECTION 2.6. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rights.

Exercise Procedure. To exercise this Warrant, the Warrantholder shall deliver to the Company at its principal executive officesaddress set forth in SECTION 10.5: (a) payment of the aggregate Exercise Price in the manner provided in Section SECTION 2.3 (as computed by multiplying (A) the Exercise Price as of such date by (B) the number of shares of Common Stock for which the Warrantholder is exercising this Warrant at such time); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex ANNEX I; and (c) this Warrant. Upon receipt of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within three five (35) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.6SECTION 2.7. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request set forth in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rights.

Exercise Procedure. To exercise this Warrant, Warrants may be exercised by their surrender at the Warrantholder shall deliver to the Company at its Company's principal executive offices: (a) , with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the manner provided in Section 2.3 order of the Company or by wire transfer to an account designated by the Company, (as computed by multiplying (Ab) the Exercise Price by (B) the number if payment is to be made through a surrender of shares of Common Stock Stock, by surrender of certificates duly endorsed for which the Warrantholder is exercising this Warrant at such timetransfer (with all transfer taxes paid or provided for); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex I; , and (c) this Warrantif payment is to be made by a surrender of Warrants, by surrender of Warrants. Upon receipt Promptly after the exercise of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentenceany Warrants, upon compliance with Section 5 hereof, the Company shallshall issue a certificate or certificates, within three (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to for the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercisefull Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.6. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise 10 of this Warrant pursuant to the terms hereof payable in respect of fractional shares and (if applicable) a new Warrant representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable and without any free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, and applicable securities laws, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the Holder.

Exercise Procedure. To exercise This Warrant may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by presenting it and tendering the Exercise Price for the Warrant Shares as to which the Warrant is being exercised in legal tender or by bank's, cashier's or certified check to the Company, or by reducing the number of shares for which this WarrantWarrant may be exercised pursuant to Paragraph 7 above, at 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, along with a duly exercised written subscription substantially in the Warrantholder form of Exhibit 1 hereof. The date on which this Warrant is thus surrendered, accompanied by tender or payment as herein provided, is referred to herein as the Exercise Date. The Company shall forthwith, but in no event later than ten (10) business days after the Exercise Date, at its expense (including the payment of issuance taxes), issue and deliver to the Company at its principal executive offices: (aHolder certificate(s) payment of the aggregate Exercise Price in the manner provided in Section 2.3 (as computed by multiplying (A) the Exercise Price by (B) representing the number of shares of Common Stock so purchased, together with any cash for which the Warrantholder is exercising this Warrant at such time); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex I; and (c) this Warrant. Upon receipt of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within three (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of fractional shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.6paid pursuant to paragraph 9 below. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon shall be deemed issued to the exercise Holder for all purposes as of the opening of business on the Exercise Date notwithstanding any delay in the actual issuance. Unless this Warrant has expired, a new Warrant representing the portion of this Warrant pursuant Warrant, if any, that shall not have been exercised also shall be delivered to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rightsHolder within such time.

Exercise Procedure. To exercise this Warrant, the Warrantholder shall deliver to the Company at its principal executive offices: (a) payment of the aggregate Exercise Price in the manner provided in Section SECTION 2.3 (as computed by multiplying (A) the Exercise Price by (B) the number of shares of Common Stock for which the Warrantholder is exercising this Warrant at such time); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex ANNEX I; and (c) this Warrant. Upon receipt of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within three (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in Section SECTION 2.6. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rights.

Exercise Procedure. To exercise this Warrant(i) This Warrant shall be exercised, the Warrantholder shall deliver to the Company at its principal executive offices: (a) payment extent of the aggregate Exercise Price in the manner provided in Section 2.3 (as computed by multiplying (A) the Exercise Price by (B) the number of shares of Common Stock for which described in clause (D) below, when the Warrantholder is exercising Company has received all of the following items (the “Exercise Time”): (A) the original executed copy of this Warrant at such time); Warrant; (bB) a completed and properly executed Notice of Exercise Agreement, in substantially the form attached hereto as Annex I; and of Exhibit A, which shall be dated the actual date of execution thereof; (cC) if the Registered Holder is not Purchaser, an Assignment in the form of Exhibit B, evidencing the assignment of this Warrant. Upon receipt , and such other documents as may be required under Section 2 of this Warrant; and (D) a cashier’s check payable to the Company or a wire transfer of immediately available funds to an account specified by the Company in an amount equal to the product of the aggregate Exercise Price and multiplied by the required deliverables pursuant to the preceding sentence, the Company shall, within three (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable being purchased upon such exercise, together with cash in lieu . (ii) Certificates for shares of any fraction Common Stock purchased upon exercise of a Warrant Share as provided in Section 2.6. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall be delivered by the Company to the Registered Holder within three business days after the Exercise Time. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised in partexercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such three-day period, deliver such new Warrant to the Warrantholder Registered Holder exercising a new warrant evidencing the rights portion of the Warrantholder to purchase the remaining rights represented by this Warrant Shares issuable and this Warrant shall be canceled. (which shall in all other respects be identical to this Warrant). All iv) The issuance of certificates for shares of Common Stock issuable upon the exercise of this Warrant pursuant shall be made without charge to the terms hereof Registered Holder for costs incurred by the Company in connection with such exercise and the related issuance of shares of Common Stock, except the Registered Holder shall be validly issued, fully paid and nonassessable and without pay any preemptive rightsissuance taxes in respect thereof.

Exercise Procedure. To exercise this Warrant, the Warrantholder shall deliver to the Company at its principal executive officesaddress set forth in Section 10.5: (a) payment of the aggregate Exercise Price in the manner provided in Section 2.3 (as computed by multiplying (A) the Exercise Price as of such date by (B) the number of shares of Common Stock for which the Warrantholder is exercising this Warrant at such time); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex I; and (c) this Warrant. Upon receipt of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within three five (35) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.62.7. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request set forth in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rights.

Exercise Procedure. To exercise this Warrant, Warrants may be exercised by their surrender at the Warrantholder shall deliver to the Company at its Company's principal executive offices: (a) , with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the manner provided in Section 2.3 order of the Company or by wire transfer to an account designated by the Company, (as computed by multiplying (Ab) the Exercise Price by (B) the number if payment is to be made through a surrender of shares of Preferred Stock or Common Stock Stock, by surrender of certificates duly endorsed for which the Warrantholder is exercising this Warrant at such timetransfer (with all transfer taxes paid or provided for); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex I; , and (c) this Warrantif payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Upon receipt Promptly after the exercise of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentenceany Warrants, upon compliance with Section 5 hereof, the Company shallshall issue a certificate or certificates, within three (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to for the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercisefull Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.6. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise 10 of this Warrant pursuant to the terms hereof Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable and without any free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the Holder.

Exercise Procedure. To exercise this Warrant, Warrants may be exercised by their surrender at the Warrantholder shall deliver to the Company at its Company's principal executive offices: (a) , with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the manner provided in Section 2.3 order of the Company or by wire transfer to an account designated by the Company, (as computed by multiplying (Ab) the Exercise Price by (B) the number if payment is to be made through a surrender of shares of Common Stock Stock, by surrender of certificates duly endorsed for which the Warrantholder is exercising this Warrant at such timetransfer (with all transfer taxes paid or provided for); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex I; , and (c) this Warrantif payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Upon receipt Promptly after the exercise of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentenceany Warrants, upon compliance with Section 5 hereof, the Company shallshall issue a certificate or certificates, within three (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to for the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercisefull Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.6. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise 10 of this Warrant pursuant to the terms hereof Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable and without any free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, and applicable securities laws, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the Holder.

Exercise Procedure. To (a) Holder may exercise this Warrant, in whole or in part (but not as to a fractional share of Common Stock), by presenting it and tendering the Warrantholder shall deliver Exercise Price for the Warrant Shares as to which the Company Warrant is being exercised in legal tender or by certified check or wire transfer to Company, at its Company's principal executive offices: , along with a duly exercised written subscription substantially in the form of Exhibit 5. (aThe date on which this Warrant is thus surrendered is referred to as the "EXERCISE DATE".) Company shall promptly, but in no event later than ten (10) days after the Exercise Date, at its expense (including the payment of the aggregate Exercise Price in the manner provided in Section 2.3 (as computed by multiplying (Aissuance taxes), issue and deliver to Holder certificate(s) the Exercise Price by (B) representing the number of shares of Common Stock so purchased, together with any cash in lieu of fractional shares pursuant to subparagraph 5(b) below. Such shares of Common Stock shall be deemed issued to Holder for which all purposes as of the Warrantholder is exercising opening of business on the Exercise Date notwithstanding any delay in the actual issuance. Unless this Warrant at has expired (or been exercised in full), a new Warrant representing the portion of this Warrant, if any, that shall not have been exercised also shall be delivered to Holder within such time); . (b) a completed and properly executed Notice Company shall not be required to issue fractional shares of Exercise in substantially Common Stock on the form attached hereto as Annex I; and (c) exercise of this Warrant. Upon receipt The number of full shares of Common Stock which shall be issuable upon such exercise shall be computed on the aggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within three (3) Business Days thereafter, subject to receipt basis of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of whole shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.6. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rights.of

Exercise Procedure. To exercise this Warrant, the Warrantholder shall deliver to the Company at its principal executive offices: (a) payment of the aggregate Exercise Price in the manner provided in Section 2.3 (as computed by multiplying (A) the Exercise Price by (B) the number of shares of Common Stock for which the Warrantholder is exercising this Warrant at such time); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex I; and (c) this Warrant. Upon receipt of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within three (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.62.7. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rights.

Exercise Procedure. To exercise this Warrant, Warrants may be exercised by their surrender at the Warrantholder shall deliver to the Company at its Company's principal executive offices: (a) , with the Election to Purchase form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the manner provided in Section 2.3 order of the Company or by wire transfer to an account designated by the Company, (as computed by multiplying (Ab) the Exercise Price by (B) the number if payment is to be made through a surrender of shares of Common Stock Stock, by surrender of certificates duly endorsed for which the Warrantholder is exercising this Warrant at such timetransfer (with all transfer taxes paid or provided for); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex I; , and (c) this Warrantif payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. Upon receipt Promptly after the exercise of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentenceany Warrants, upon compliance with Section 5 hereof, the Company shall, within three (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to shall issue a certificate or certificates for the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercisefull Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the Election to Purchase, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.6. Such stock certificate(s) shall be in such denominations and registered in the name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise 10 of this Warrant pursuant to the terms hereof Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate or Certificates representing all remaining unexercised Warrants. All Warrant Shares shall be duly authorized, validly issued, fully paid paid, non-assessable and nonassessable and without any free of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, Certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the Holder.