Common use of Issuance of Common Stock Clause in Contracts

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. Upon due exercise On or before the first Business Day following the date on which the Company has received the properly completed and duly executed Notice of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c)Exercise, the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver Company shall transmit by email a confirmation of receipt of the Notice of Exercise to the Company applicable Holder and the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountWarrant Agent. The Company shall thereuponcause the Warrant Shares purchased hereunder to be transmitted by the Warrant Agent to such Holder by crediting such Holder’s (or its specified designee’s) balance account with DTC through its Deposit or Withdrawal at Custodian (“DWAC”) system, as promptly as practicableif the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by such Holder or (B) the Warrant Shares are eligible for resale by such Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the applicable Warrants), and otherwise by physical delivery of a certificate, registered in any event within the Company’s share register in the name of such Holder or its specified designee, for the number of Warrant Shares to which such Holder is entitled pursuant to such exercise to the address specified by such Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Business Trading Days after the delivery to the Company of the Notice of Exercise Date referred to belowand the Exercise Price, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 if applicable, and (ii) the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and the Exercise Price, if applicable (x) such date, the “Warrant Share Delivery Date”). Upon delivery of the properly completed and duly executed Notice of Exercise and, if applicable, payment of the Aggregate Exercise Price in respect thereof, such Holder shall be deemed for all corporate purposes to have become the case holder of record of the Warrant Shares with respect to which the applicable Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares. If the Company fails to cause the Warrant Agent to transmit to such Holder such Warrant Shares on or before the Warrant Share Delivery Date, then such Holder will have the right to rescind such exercise. The Company reserves the right to reject any and all Notices of Exercise that it reasonably determines are not in proper form, provided that the Company shall promptly notify the exercising Holder of any such rejection. The Company reserves the right to waive any of the conditions to any particular exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) any defects in the case Notice(s) of Exercise with respect to any particular exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)Warrants.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any all funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two five (25) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.6 or, if Cashless Exercise applies, Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. Upon due exercise A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of Warrants evidenced by any the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Certificate Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in conformity with the foregoing provisions of Section 3.2(c)this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Buyer's obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. B. Buyer shall have the right to convert the Debenture and exercise the Warrant Agent shall, when actions specified by telecopying an executed and completed Conversion Notice (as such term is defined in Section 3.2(c)(ithe Debenture) have been effected and any payment specified or Warrant Notice of Exercise (as such term is defined in Section 3.2(c)(iithe Warrant) is received, deliver to the Company. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received the provisions hereof shall be deemed a Conversion Date (as instructed such term is defined in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountDebenture). The Company shall thereuponcause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Buyer via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within three (3) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise (the "Delivery Date"). C. Upon the conversion of the Debenture or exercise of the Warrant or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Buyer (or its nominee) or such other persons as promptly as practicable, designated by Buyer and in any event within two (2) Business Days after the Exercise Date referred such denominations to below, (i) determine be specified at conversion representing the number of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Common Stock issuable provided the Conversion Shares and Warrant Shares are being sold pursuant to exercise an effective registration statement covering the Common Stock to be sold or is otherwise exempt from registration when sold. D. The Company understands that a delay in the delivery of such Warrants the Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section 3.7 and E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (iias hereinafter defined) (x) could result in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered economic loss to the Recipient (as defined below) in accordance with Buyer. As compensation to the Applicable Procedures shares Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Common Stock in book-entry the form required pursuant to Section C hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be so held through available to the facilities Buyer, in the event that the Company fails for any reason to effect delivery of DTC in an amount equal to, or, if the Common Stock may not then by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Buyer will be held in book-entry form entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the facilities date notice of DTC, duly executed certificates representing, revocation or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered rescission is given to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)Company.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by If at any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver time or from time to time the Company the Exercise Form received pursuant to shall (except as hereinafter provided in this Section 3.2(c)(i5(a)(iii), deliver ) issue or deposit sell any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of additional shares of Common Stock issuable pursuant for a consideration per share less than the Trigger Price Per Share, then, effective on the date specified below, the Exercise Price shall be reduced to exercise the consideration per share received by the Company; provided, however, in no event shall the Exercise Price be adjusted upwards. The date as of which the Trigger Price Per Share shall be computed and the Exercise Price adjusted shall be the earlier of the date on which the Company shall enter into a firm contract or commitment for the issuance of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures additional shares of Common Stock in book-entry form or the date of actual issuance of such additional shares of Common Stock. The provisions of this Section 5(a)(iii) shall not apply to be so held through the facilities any issuance of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of additional shares of Common Stock issuable upon such exercise (based for which an adjustment is otherwise provided under Section 5(a)(i) hereof or any Distribution. No adjustment of the Exercise Price shall be made under this Section 5(a)(iii) upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu issuance of any fractional share(s), if the Company so elects pursuant to Section 5.2. The additional shares of Common Stock which are issued pursuant to (1) the exercise of this Warrant in book-entry form whole or certificate in part (2) any other Exempt Issuances, (3) the exercise of other subscription or certificates representing shares purchase rights or (4) the exercise of Common Stock so delivered any conversion or exchange rights in any Convertible Securities, provided that for purposes of clauses (3) or (4) an adjustment shall be, to previously have been made upon the extent possible, in issuance of such denomination other rights or denominations as upon the issuance of such Holder shall request in Convertible Securities (or upon the applicable Exercise Form and shall be registered issuance of any warrants or otherwise placed in the name of, and delivered to, the Holder or, subject other rights therefor) pursuant to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)5(a)(iv) hereof.

Issuance of Common Stock. Upon due exercise receipt of Warrants evidenced by any Warrant Certificate the documents and payments or shares described in conformity with the foregoing provisions of Section 3.2(c3(a), the Warrant Agent Corporation shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates10 business days thereafter, execute or cause to be executed executed, and deliver or cause to be delivered to the Recipient (as defined below) such holder a certificate or certificates representing, in case of (x) and (y), representing the aggregate number of full shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determinedexercise, together with an amount in cash in lieu of any fractional share(s)fraction of a share, if the Company so elects pursuant to Section 5.2as hereinafter provided. The stock certificate or certificates so delivered shall be in the denomination specified in said notice and shall be registered in the name of the holder hereof. This Warrant shall be deemed to have been exercised and a certificate or certificates for shares of Common Stock shall be deemed to have been issued, and the holder hereof or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes as of the date said notice, together with this Warrant and the documents and payments or shares described in book-entry form or Section 3(a), is received by the Corporation as aforesaid. If this Warrant shall have been exercised in part, the Corporation shall, at the time of delivery of said certificate or certificates representing certificates, deliver to the holder hereof a new Warrant evidencing the rights of such holder to purchase the unpurchased shares of Common Stock so delivered called for by this Warrant, which new Warrant shall bein all other respects be identical with this Warrant. The Corporation shall pay all expenses and any and all United States federal, state and local taxes and other charges that may be payable in connection with the preparation, issue and delivery of stock certificates under this Section 3, except that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of the shares of Common Stock issuable upon exercise in a name other than that of the holder who shall have surrendered the same in exercise of the subscription right evidenced thereby. The Corporation covenants that all shares of Common Stock issued upon exercise of this Warrant will, upon payment (or deemed payment in the case of cashless exercise) of the Exercise Price, be duly authorized and validly issued, fully paid and nonassessable, free of preemptive rights and, except for any tax payable by the holder pursuant to the extent possiblepreceding sentence, free from all taxes, liens, charges and security interests with respect to the issue thereof. The Corporation shall from time to time use its reasonable best efforts to take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities act filings under federal and state laws which may be or become required in such denomination or denominations as such Holder shall request in connection with the applicable Exercise Form issuance, sale, transfer and shall be registered or otherwise placed in delivery of this Warrant, the name ofexercise of this Warrant, and delivered tothe issuance, sale, transfer and delivery of the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)shares of Common Stock issued upon exercise of this Warrant.

Issuance of Common Stock. Upon due exercise (a) When the Restricted Stock Units vest as described above, such Restricted Stock Units shall no longer be subject to forfeiture. Subject to the terms of Warrants evidenced this Agreement, Icagen shall issue or cause to be issued to the Grantee one share of Common Stock for each whole vested Restricted Stock Unit on, or as soon as practicable after, the date the Restricted Stock Units vest in accordance with Paragraph 3 (but in any event by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(cthirtieth (30th) day following such date), subject to the Warrant Agent shallsatisfaction of the Grantee’s tax withholding obligations as described below. (b) All obligations of Icagen and rights of Grantee under this Agreement shall be subject to the rights of Icagen as set forth in the Plan to withhold any amounts that may be required to be withheld by Icagen for applicable taxes. In the event Icagen determines it has tax withholding obligations with respect to the Restricted Stock Units, when actions specified the Grantee agrees to arrange for the satisfaction of the minimum amount of such tax withholding obligations in Section 3.2(c)(ia manner acceptable to Icagen as a condition to the issuance of the shares of Common Stock under Paragraph 4(a). (c) The obligation of Icagen to deliver shares hereunder shall also be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the shares of Common Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected and or obtained free of any payment specified in Section 3.2(c)(ii) is received, deliver conditions not acceptable to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountCommittee. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number issuance of shares of Common Stock issuable to the Grantee pursuant to exercise this Agreement is subject to any applicable taxes and other laws or regulations of such Warrants pursuant to Section 3.7 and the United States or of any state having jurisdiction thereof. (iid) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause The Grantee agrees to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced bound by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number Icagen’s policies regarding transfer of shares of Common Stock issuable upon such exercise (based upon and understands that there may be certain times during the aggregate number of Warrants so exercised)year in which the Grantee will be prohibited from selling, as so determinedtransferring, together with an amount in cash in lieu of any fractional share(s)pledging, if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form donating, assigning, mortgaging, hypothocating or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)encumbering shares.

Issuance of Common Stock. Upon due exercise A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of Warrants evidenced by any the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Certificate Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in conformity with the foregoing provisions of Section 3.2(c)this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Buyer's obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. B. Buyer shall have the right to convert the Debenture and exercise the Warrant Agent shall, when actions specified by telecopying an executed and completed Conversion Notice (as such term is defined in Section 3.2(c)(ithe Debenture) have been effected and any payment specified or Warrant Notice of Exercise (as such term is defined in Section 3.2(c)(iithe Warrant) is received, deliver to the Company. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received the provisions hereof shall be deemed a Conversion Date (as instructed such term is defined in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountDebenture). The Company shall thereuponcause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Buyer via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within three (3) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise (the "DELIVERY DATE"). C. Upon the conversion of the Debenture or exercise of the Warrant or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Buyer (or its nominee) or such other persons as promptly as practicable, designated by Buyer and in any event within two (2) Business Days after the Exercise Date referred such denominations to below, (i) determine be specified at conversion representing the number of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Common Stock issuable provided the Conversion Shares and Warrant Shares are being sold pursuant to exercise an effective registration statement covering the Common Stock to be sold or is otherwise exempt from registration when sold. D. The Company understands that a delay in the delivery of such Warrants the Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section 3.7 and E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (iias hereinafter defined) (x) could result in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered economic loss to the Recipient (as defined below) in accordance with Buyer. As compensation to the Applicable Procedures shares Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Common Stock in book-entry the form required pursuant to Section C hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be so held through available to the facilities Buyer, in the event that the Company fails for any reason to effect delivery of DTC in an amount equal to, or, if the Common Stock may not then by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Buyer will be held in book-entry form entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the facilities date notice of DTC, duly executed certificates representing, revocation or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered rescission is given to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)Company.

Issuance of Common Stock. Upon due exercise Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon its receipt of Warrants evidenced payment in full of the Purchase Price for the Common Stock purchased by any Warrant Certificate in conformity with the Holders pursuant to the foregoing provisions of this Article and subject to Section 3.2(c5.4(b), the Warrant Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Securities, one or more certificates representing the newly issued Common Stock registered in the name of the Agent shall(or its nominee) as custodian for the Holders (such certificates for Common Stock, when actions specified in Section 3.2(c)(itogether with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to which the Holders are entitled hereunder. Subject to the Company foregoing, upon surrender of a Certificate to the Exercise Form received pursuant to Section 3.2(c)(i)Agent on or after the Purchase Contract Settlement Date, deliver or deposit any fundstogether with settlement instructions thereon duly completed and executed, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end Holder of such day of the amount of funds so deposited Certificate shall be entitled to its account. The Company shall thereupon, as promptly as practicable, and receive in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the exchange therefor a certificate representing that number of whole shares of Common Stock issuable which such Holder is entitled to receive pursuant to exercise the provisions of this Article Five (after taking into account all Securities then held by such Warrants pursuant Holder) together with cash in lieu of fractional shares as provided in Section 5.8 and any dividends or distributions with respect to Section 3.7 such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and (ii) (x) the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the case name of exercise of Warrants evidenced the Holder or the Holder's designee as specified in the settlement instructions provided by a Global Warrant Certificate, deliver or cause to be delivered the Holder to the Recipient (as defined below) in accordance with the Applicable Procedures Agent. If any shares of Common Stock issued in book-entry form respect of a Purchase Contract are to be so held through registered to a Person other than the facilities Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of DTC such registration in an amount equal to, or, if a name other than that of the Common Stock may not then be held in book-entry form through registered Holder of the facilities of DTC, duly executed certificates representing, Certificate evidencing such Purchase Contract or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered has established to the Recipient (as defined below) a certificate or certificates representing, in case satisfaction of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form that such tax either has been paid or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)is not payable.

Issuance of Common Stock. Upon due exercise receipt of Warrants evidenced by any Warrant Certificate the documents and payments or shares described in conformity with the foregoing provisions of Section 3.2(c3(a), the Warrant Agent Corporation shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates10 business days thereafter, execute or cause to be executed executed, and deliver or cause to be delivered to the Recipient (as defined below) such holder a certificate or certificates representing, in case of (x) and (y), representing the aggregate number of full shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determinedexercise, together with an amount in cash in lieu of any fractional share(s)fraction of a share, if the Company so elects pursuant to Section 5.2as hereinafter provided. The stock certificate or certificates so delivered shall be in the denomination specified in said notice and shall be registered in the name of the holder hereof. This Warrant shall be deemed to have been exercised and a certificate or certificates for shares of Common Stock shall be deemed to have been issued, and the holder hereof or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes as of the date said notice, together with this Warrant and the documents and payments or shares described in book-entry form or Section 3(a), is received by the Corporation as aforesaid. If this Warrant shall have been exercised in part, the Corporation shall, at the time of delivery of said certificate or certificates representing certificates, deliver to the holder hereof a new Warrant evidencing the rights of such holder to purchase the unpurchased shares of Common Stock so delivered called for by this Warrant, which new Warrant shall bein all other respects be identical with this Warrant. The Corporation shall pay all expenses and any and all United States Federal, state and local taxes and other charges that may be payable in connection with the preparation, issue and delivery of stock certificates under this Section 3, except that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of the shares of Common Stock issuable upon exercise in a name other than that of the holder who shall have surrendered the same in exercise of the subscription right evidenced thereby. The Corporation covenants that all shares of Common Stock issued upon exercise of this Warrant will, upon payment (or deemed payment in the case of cashless exercise) of the Exercise Price, be duly authorized and validly issued, fully paid and nonassessable, free of preemptive rights and, except for any tax payable by the holder pursuant to the extent possiblepreceding sentence, free from all taxes, liens, charges and security interests with respect to the issue thereof. The Corporation shall from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities act filings under federal and state laws which may be or become required in such denomination or denominations as such Holder shall request in connection with the applicable Exercise Form issuance, sale, transfer and shall be registered or otherwise placed in delivery of this Warrant, the name ofexercise of this Warrant, and delivered tothe issuance, sale, transfer and delivery of the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)shares of Common Stock issued upon exercise of this Warrant.

Issuance of Common Stock. Upon due exercise A. The Company undertakes and agrees that, except as required by law, no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of Warrants evidenced the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Shares and that, except as may be limited by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c)Securities Act, "blue sky" laws or other applicable laws, the Conversion Shares and the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected Shares shall otherwise be freely transferable on the books and any payment specified in Section 3.2(c)(ii) is received, deliver records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Buyer's obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. B. Buyer shall have the right to convert the Debenture and exercise the Warrant by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) or Warrant Notice of Exercise (as such term is defined in the Warrant) to the Company. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received the provisions hereof shall be deemed a Conversion Date (as instructed such term is defined in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountDebenture). The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after cause the Exercise Date referred transfer agent to below, (i) determine transmit the number of shares of certificates evidencing the Common Stock issuable pursuant to upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of such Warrants pursuant to Section 3.7 and the Warrant (ii) (x) in the case of exercise of Warrants evidenced by together with a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, ornew Warrant, if any, representing the amount of the Warrant not being so exercised) to Buyer via express courier, or if a Registration Statement covering the Common Stock may not then be held in book-entry form through has been declared effective by the facilities SEC by electronic transfer, within three (3) business days after receipt by the Company of DTCthe Conversion Notice or Warrant Notice of Exercise(the "DELIVERY DATE"). C. Upon the conversion of the Debenture or exercise of the Warrant or part thereof, duly executed the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates representing, or (y) in the case name of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause Buyer and in such denominations to be executed and deliver or cause to be delivered to specified at conversion representing the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon conversion or exercise. The Company warrants that the aggregate number Conversion Shares and Warrant Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects Common Stock provided the Conversion Shares and Warrant Shares are being sold pursuant to an effective registration statement covering the sale of the Common Stock to be sold or is otherwise exempt from registration when sold and no longer "restricted" as that term is defined in Rule 144. D. The Company understands that a delay in the delivery of the Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section 5.2E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Buyer. The shares As compensation to the Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Common Stock in book-entry the form required pursuant to Section C hereof upon Conversion of the Debenture or certificate late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or certificates representing shares Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of the Common Stock so delivered shall beby the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Buyer will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the extent possibleCompany prior to delivery of the Common Stock whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to the delivery of such notice, in such denomination or denominations as such Holder except that late payment charges described above shall request in the applicable Exercise Form and shall not be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)payable.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Statement or Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is receivedreceived (as promptly confirmed in writing by the Company), shall deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, all funds received in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.8 or, if Cashless Exercise applies, Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the shares of Common Stock may not then be held in book-entry form through the facilities of DTC, shares of Common Stock in book entry form in an amount equal to, or duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Warrant Statements or Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) shares of Common Stock in book entry form in an amount equal to, or a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. Upon due exercise Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the Company’s receipt of Warrants evidenced payment in full of the Purchase Price for the Common Stock purchased by any Warrant Certificate in conformity with the Holders pursuant to the foregoing provisions of this Article and subject to Section 3.2(c5.06(b) or the Company’s exercise of its rights as a secured party pursuant to Section 5.04(b)(iii), the Warrant Agent shallCompany shall issue and deposit with the Purchase Contract Agent, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to for the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day benefit of the amount Holders of funds so deposited to its account. The Company shall thereuponthe Outstanding Units, as promptly as practicable, and in any event within two (2) Business Days after one or more certificates representing the Exercise Date referred to below, (i) determine the number of newly issued shares of Common Stock, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock issuable pursuant Purchase Date, being hereinafter referred to exercise as the “Purchase Contract Settlement Fund”), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Warrants pursuant Certificate shall be entitled to Section 3.7 and (ii) (x) receive in the case exchange therefor a certificate representing that number of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares whole Shares of Common Stock in book-entry form which such Holder is entitled to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered receive pursuant to the Recipient provisions of this Article V (as defined belowafter taking into account all Units then held by such Holder) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of fractional shares as provided in Section 5.12 and any fractional share(s)dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, if but without any interest thereon, and the Company Certificate so elects pursuant to Section 5.2surrendered shall forthwith be cancelled. The Such shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, of the Holder or, subject to Section 3.4, such other Person or the Holder’s designee as shall be designated specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Exercise Form (Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such other Person being referred to herein as the “Recipient”)tax either has been paid or is not payable.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with FURTHER RESOLVED, that the foregoing provisions of Section 3.2(c)Corporation is hereby authorized to issue to Lincoln Park Capital Fund, the Warrant Agent shallLLC, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of 1,000,000 shares of Common Stock issuable as Commitment Shares and that upon issuance of the Commitment Shares pursuant to exercise the Purchase Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of such Warrants Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement including, without limitation, the purchase of 333,334 Initial Purchase Shares upon execution of the Purchase Agreement, and that, upon issuance of the Purchase Shares pursuant to Section 3.7 the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and (ii) (x) nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve _____________ shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the case name of exercise of Warrants evidenced by a Global Warrant Certificatethe Corporation, deliver to take or cause to be delivered taken all such further actions and to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute and deliver or cause to be executed and deliver delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or cause desirable to be delivered to carry into effect the Recipient (as defined below) a certificate or certificates representing, in case of (x) purpose and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu intent of any fractional share(s), if and all of the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name offoregoing resolutions, and delivered to, that all actions heretofore taken by any officer or director of the Holder or, subject to Section 3.4, such other Person as shall be designated Corporation in connection with the transactions contemplated by the Holder agreements described herein are hereby approved, ratified and confirmed in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)all respects.

Issuance of Common Stock. (a) Upon due receipt of the documents and payments described in Section 3.1 hereof, the Company shall, within five (5) Business Days, (x) if a registration statement relating to the shares of Common Stock issuable upon exercise of Warrants evidenced by any this Warrant Certificate in conformity with is effective, and the foregoing provisions of Section 3.2(c), Company’s transfer agent for its Common Stock (the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii“Transfer Agent”) is receivedparticipating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, cause to be credited such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (y) issue and deliver to the Company address as specified in the Exercise Form received pursuant to Section 3.2(c)(i)Form, deliver or deposit any fundsa certificate, registered in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day name of the amount of funds so deposited to Holder or its account. The Company shall thereupondesignee, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine for the number of shares of Common Stock issuable to which the Holder is entitled pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determinedexercise, together with an amount in cash in lieu of any fractional share(s)fraction of a share, if the Company so elects pursuant to Section 5.2as hereinafter provided. The shares of Common Stock in book-entry form credit or stock certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request be in the applicable denomination specified in the Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (of the Holder or its permitted designee (as specified in the Exercise Form). This Warrant shall be deemed to have been exercised and a certificate or certificates for shares of Common Stock shall be deemed to have been issued, and the Holder or its permitted designee (as specified in the Exercise Form) shall be deemed to have become a holder of such shares for all purposes as of the close of business on the date on which the Exercise Form and payments described in Section 3.1 hereof, are received by the Company as aforesaid. The Holder of the Warrant shall tender this Warrant to the Company within a reasonable period of time after exercise pursuant to Section 3.1, but in any event within five (5) Business Days. Upon receipt of the tendered Warrant, unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall deliver to the Holder or its permitted designee (as specified in the Exercise Form) a new Warrant evidencing the rights of such holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other Person being referred respects be identical with this Warrant. The tender and exchange of this Warrant when partially exercised and the delivery by the Company of a replacement Warrant pursuant to herein the preceding sentence, shall not be required for the Holder to exercise this Warrant to purchase any unpurchased shares of Common Stock called for by this Warrant. The Company shall pay any documentary or issue stamp taxes attributable to the issuance of this Warrant, a replacement Warrant or the shares of Common Stock issuable upon exercise of this Warrant. (b) Upon any exercise of this Warrant, the Company may require customary representations from the Holder that the Holder is an “accredited investor” as defined in 501(a) under the Securities Act, to assure that the issuance of the Common Stock hereunder shall not require registration or qualification under the Securities Act of 1933, as amended (the “RecipientSecurities Act”), or any state securities laws.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with FURTHER RESOLVED, that the foregoing provisions of Section 3.2(c)Corporation is hereby authorized to issue to Lincoln Park Capital Fund, the Warrant Agent shallLLC, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of 407,332 shares of Common Stock issuable as Commitment Shares and that upon issuance of the Commitment Shares pursuant to exercise the Purchase Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of such Warrants Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to Section 3.7 the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and (ii) (x) nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 14,977,283 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the case name of exercise of Warrants evidenced by a Global Warrant Certificatethe Corporation, deliver to take or cause to be delivered taken all such further actions and to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute and deliver or cause to be executed and deliver delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or cause desirable to be delivered to carry into effect the Recipient (as defined below) a certificate or certificates representing, in case of (x) purpose and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu intent of any fractional share(s), if and all of the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name offoregoing resolutions, and delivered to, that all actions heretofore taken by any officer or director of the Holder or, subject to Section 3.4, such other Person as shall be designated Corporation in connection with the transactions contemplated by the Holder agreements described herein are hereby approved, ratified and confirmed in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)all respects.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with FURTHER RESOLVED, that the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) Corporation is received, deliver hereby authorized to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of issue __________ shares of Common Stock issuable to Centurion as Commitment Shares and ___________ shares of Common Stock to Centurion as Fee Shares and that upon issuance of the Commitment Shares and the Fee Shares pursuant to exercise the Investment Agreement, the Commitment Shares and the Fee Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of such Warrants Common Stock upon the purchase of Put Shares up to the available amount under the Investment Agreement in accordance with the terms of the Investment Agreement and that, upon issuance of the Put Shares pursuant to Section 3.7 the Investment Agreement, the Put Shares will be duly authorized, validly issued, fully paid and (ii) (x) nonassessable; and FURTHER RESOLVED, that the Corporation shall initially reserve [__________] shares of Common Stock for issuance as Put Shares under the Investment Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the case name of exercise of Warrants evidenced by a Global Warrant Certificatethe Corporation, deliver to take or cause to be delivered taken all such further actions and to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute and deliver or cause to be executed and deliver delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or cause desirable to be delivered to carry into effect the Recipient (as defined below) a certificate or certificates representing, in case of (x) purpose and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu intent of any fractional share(s), if and all of the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name offoregoing resolutions, and delivered to, that all actions heretofore taken by any officer or director of the Holder or, subject to Section 3.4, such other Person as shall be designated Corporation in connection with the transactions contemplated by the Holder agreements described herein are hereby approved, ratified and confirmed in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)all respects.

Issuance of Common Stock. Upon due exercise A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of Warrants evidenced by any Warrant Certificate the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and that such Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in conformity with the foregoing provisions of Section 3.2(c)this Agreement, the Warrant Agent shall, when actions specified Registration Rights Agreement and applicable law. Nothing contained in this Section 3.2(c)(iV.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received the provisions hereof shall be deemed a Conversion Date (as instructed such term is defined in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountDebenture). The Company shall thereuponcause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, as promptly as practicableif any, and in any event representing the principal amount of the Debenture not being so converted) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC, by electronic transfer, within two (2) Business Days business days after receipt by the Exercise Date referred Company of the Conversion Notice (the “Delivery Date”). ___________________ Initials ____________________ Initials C. Upon the conversion of the Debenture or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to below, assure that the Company's transfer agent shall issue stock certificates in the name of Holder (ior its nominee) determine or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion or exercise. Provided the Conversion Shares are being sold pursuant to an effective registration statement, or are otherwise exempt from registration under the Securities Act when sold, the Company warrants that the Conversion Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Common Stock. D. The Company understands that a delay in the delivery of the Common Stock issuable in the form required pursuant to exercise of such Warrants pursuant to this section, or the Redemption Amount described in Section 3.7 and E hereof, beyond the Delivery Date or Redemption Payment Date (iias hereinafter defined) (x) could result in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered economic loss to the Recipient (as defined below) in accordance with Holder. As compensation to the Applicable Procedures shares Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in book-entry the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Redemption Amount, in the amount of $100 per business day after the Delivery Date or Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be so held through available to the facilities Holder, in the event that the Company fails for any reason to effect delivery of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through by the facilities of DTC, duly executed certificates representing, Delivery Date or (y) in make payment by the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered toRedemption Payment Date, the Holder orwill be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, subject to Section 3.4, such other Person as except that late payment charges described above shall be designated by payable through the Holder in such Exercise Form (date notice of revocation or rescission is given to the Holder or such other Person being referred to herein as the “Recipient”)Company.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two five (25) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 3.6 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. Upon due exercise satisfaction of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c)Exercise Requirements, the Warrant Agent shall, when actions specified such payment is received (or promptly after receipt of such notice of exercise in the event such Holder has elected a Cashless Exercise in accordance with Section 3.2(c)(i3.2(c)), (i) have been effected requisition from the Company’s Common Stock transfer agent for issuance and any payment specified delivery to or upon the written order of the registered holder of such Warrant and in Section 3.2(c)(iisuch name or names as such Holder may designate, the shares of Common Stock issuable upon the exercise of such Warrants, (ii) is received, deliver to the Company the Exercise Form notice of exercise received pursuant to Section 3.2(c)(i), 3.2(c) and (iii) (unless a Cashless Exercise) deliver or deposit any fundsdeposit, in accordance with Section 3.3if applicable, all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountCompany. The Company shall thereupon, as promptly as practicable, and in any event within two (2) five Business Days after receipt by the Exercise Date referred to belowCompany of such notice of exercise, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) except in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant CertificatesCashless Exercise, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), representing the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determineddetermined in accordance with Section 3.6, together with an or (ii) in the case of a Cashless Exercise, pay the cash amount payable upon exercise, determined pursuant to the formula set forth in cash in lieu of any fractional share(sSection 3.2(c), if to the Company so elects pursuant to Section 5.2Recipient. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered (unless a Cashless Exercise) shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form such notice of exercise and such certificate or certificates shall be registered or otherwise placed in the name of, and delivered to, or, in the case of a Cashless Exercise, such cash amount shall be delivered to, in each case, the Holder or, subject to Section 2.4(c) and Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form notice (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. Upon due exercise satisfaction of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c)Exercise Requirements, the Warrant Agent shall, when actions specified such payment is received (or promptly after receipt of such notice of exercise in the event such Holder has elected a Cashless Exercise in accordance with Section 3.2(c)(i3.2(c)), (i) have been effected requisition from the Company’s Common Stock transfer agent for issuance and any payment specified delivery to or upon the written order of the registered holder of such Warrant and in Section 3.2(c)(iisuch name or names as such Holder may designate, the shares of Common Stock issuable upon the exercise of such Warrants, (ii) is received, deliver to the Company the Exercise Form notice of exercise received pursuant to Section 3.2(c)(i), 3.2(c) and (iii) (unless a Cashless Exercise) deliver or deposit any fundsdeposit, in accordance with Section 3.3if applicable, all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountCompany. The Company shall thereupon, as promptly as practicable, and in any event within two (2) 10 Business Days after receipt by the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise Company of such Warrants pursuant to Section 3.7 and (ii) (x) in the case notice of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificatesexercise, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), representing the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determineddetermined in accordance with Section 3.6 or, together upon a Cashless Exercise, in accordance with an amount the formula set forth in cash in lieu the second paragraph of any fractional share(sSection 3.2(c), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form such notice of exercise and such certificate or certificates shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 2.4(c) and Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form notice (the Holder or such other Person being referred to herein as the “Recipient”). Notwithstanding anything in this Agreement to the contrary, in lieu of delivering physical certificates representing the shares of Common Stock issuable upon exercise of Warrants, provided the transfer agent for the Common Stock is participating in The Depository’s Fast Automated Securities Transfer program, upon request of the Holder, the Company shall, subject to Section 2.4 and Section 3.2(a), if in compliance with applicable securities laws and in accordance with the Company’s policies and procedures with respect to “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, use its commercially reasonable efforts to cause the transfer agent to electronically transmit the shares of Common Stock so issuable upon conversion by crediting the account of the beneficial holder’s prime broker with the Depository through its Deposit Withdrawal Agent Commission system.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when the actions specified in Section 3.2(c)(i) have been effected and effected, any payment specified in Section 3.2(c)(ii) is receivedreceived and the provisions of Section 3.8 have been complied with, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two five (25) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.6 or if Cashless Exercise applies, Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in accordance with Section 3.2(f) in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(sshare of Common Stock(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.43.4 and Section 3.7, such other Person as shall be designated in writing by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”). As a condition to the issuance of shares of Common Stock pursuant to this Section 3.2(e), the Recipient shall: (A) execute a joinder to the Shareholders’ Agreement, substantially in the form attached hereto as Exhibit C, and (B) provide to the Company or its registered office provider such documentation and other evidence as is reasonably required by the Company or its registered office to carry out and to be satisfied that they have complied with all necessary “know your customer” or similar requirements under all applicable laws and regulations.

Issuance of Common Stock. Upon due As soon as practicable after the exercise of Warrants evidenced by any Warrant Certificate and the clearance of the funds in conformity with payment of the foregoing provisions of Section 3.2(c)Warrant Price, the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to shall advise the Company and its transfer agent regarding (i) the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, number of Warrant Shares issuable upon such exercise in accordance with Section 3.3the terms and conditions of this Warrant Agreement, received (ii) the instructions of each Holder or Participant, as instructed they case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, (iii) in writing case of the Global Warrant, the notation that shall be made to the records maintained by the Company Depository, its nominee for the Global Warrant, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and advise (iv) such other information as the Company by telephone at or such transfer agent and registrar shall reasonably require. Promptly thereafter and within the end time period set forth in the Warrants, the Company shall instruct its transfer agent to issue to the Registered Holder of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine Warrant the number of full shares of Common Stock issuable to which the Registered Holder is entitled, registered in such name or names as may be directed by the Registered Holder according to Section 2(d)(i) of the Warrant Certificate. If such Warrant shall not have been exercised or surrendered in full, in case of the Global Warrant, a notation shall be made to the records maintained by the Depository or nominee for the Global Warrant, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock issuable upon exercise of such Warrants pursuant to Section 3.7 is effective and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered current prospectus relating to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (based upon b) in the aggregate number absence of Warrants so exercised), as so determined, together a registration statement under the Act with an amount in cash in lieu of any fractional share(s), if respect to the Company so elects pursuant Common Stock and a current prospectus relating to Section 5.2. The the shares of Common Stock, in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the 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 Registered Holder resides; provided that in the case of a cashless exercise, no registration statement under the Act with respect to the Common Stock in book-entry form or certificate or certificates representing and no current prospectus relating to the shares of Common Stock so delivered Stock, and no opinion of counsel shall bebe required. Until otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in effect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the extent possibleevent a such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. Except as set forth in Section 3(d) of the Warrant Certificate, in no event will the Company be obligated to pay such denomination or denominations as such Registered Holder shall request in the applicable Exercise Form and shall be registered any cash consideration upon exercise or otherwise placed in “net cash settle” the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)Warrant.

Issuance of Common Stock. Upon due exercise 5.1 The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of Warrants evidenced by any the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Certificate Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in conformity with the foregoing provisions of Section 3.2(c)this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Buyer's obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. 5.2 Buyer shall have the right to convert the Debenture and exercise the Warrant Agent shall, when actions specified by telecopying an executed and completed Conversion Notice (as such term is defined in Section 3.2(c)(ithe Debenture) have been effected and any payment specified or Warrant Notice of Exercise (as such term is defined in Section 3.2(c)(iithe Warrant) is received, deliver to the Company. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received the provisions hereof shall be deemed a Conversion Date (as instructed such term is defined in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountDebenture). The Company shall thereuponcause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Buyer via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within five (5) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise(the "DELIVERY DATE"). 5.3 Upon the conversion of the Debenture or exercise of the Warrant or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Buyer (or its nominee) or such other persons as promptly as practicable, designated by Buyer and in any event within two (2) Business Days after the Exercise Date referred such denominations to below, (i) determine be specified at conversion representing the number of shares of Common Stock of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Common Stock provided the Conversion Shares and Warrant Shares are being sold pursuant to exercise an effective registration statement covering the Common Stock to be sold or is otherwise exempt from registration when sold. 5.4 The Company understands that a delay in the delivery of such Warrants the Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section 3.7 and E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (iias hereinafter defined) (x) could result in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered economic loss to the Recipient (as defined below) in accordance with Buyer. As compensation to the Applicable Procedures shares Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Common Stock in book-entry the form required pursuant to Section C hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be so held through available to the facilities Buyer, in the event that the Company fails for any reason to effect delivery of DTC in an amount equal to, or, if the Common Stock may not then by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Buyer will be held in book-entry form entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the facilities date notice of DTC, duly executed certificates representing, revocation or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered rescission is given to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)Company.

Issuance of Common Stock. Upon due exercise Unless a Bankruptcy Event or Sale of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) Assets shall have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver occurred on or prior to the Company Final Settlement Date or an earlier Acceleration Date, on the Exercise Form received pursuant to Section 3.2(c)(i)Final Settlement Date or an earlier Acceleration Date, deliver or deposit any funds, upon the Company's receipt of payment in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day full of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after purchase price for the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant purchased by the Holders (whether by application of the principal of the Treasury Notes on the Final Settlement Date or the proceeds of the sale of Treasury Notes as provided in Section 4.02(d) or the Holder's election to exercise of pay the Stated Amount for such Warrants Holder's Securities in cash pursuant to Section 3.7 4.02(b)), and (ii) (x) in payment of consideration set forth in Section 5.8(b)(iii), if any, and, if the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause Company has elected to be delivered to the Recipient (as defined below) make such payment in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y)Holders, the aggregate number Company shall issue and deposit with the Agent, for the benefit of the Holders, one or more certificates representing the shares of Common Stock issuable upon registered in the name of the Agent (or its nominee) as custodian for the Holders (such exercise (based upon the aggregate number certificates for shares of Warrants so exercised), as so determinedCommon Stock, together with an amount any dividends or distributions with respect thereto, being hereinafter referred to as the "Final Settlement Fund" or "Acceleration Settlement Fund" as applicable) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Security Certificate to the Agent on or after the Final Settlement Date or earlier Acceleration Date, together with settlement instructions thereon duly completed and executed, the Holder of such Security Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 or any fractional share(s)other cash payments and any dividends or distributions with respect to such shares constituting part of the Final Settlement Fund or Acceleration Settlement Fund, if as applicable, but without any interest thereon, and the Company Security Certificate so elects pursuant to Section 5.2surrendered shall forthwith be canceled. The Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions on the Security Certificate. If any shares of Common Stock issued in book-entry form respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Security Certificate evidencing such Purchase Contract or certificate or certificates representing shares of Common Stock so delivered shall be, has established to the extent possible, in satisfaction of the Company that such denomination tax either has been paid or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)is not payable.

Issuance of Common Stock. Upon due Certificates for shares of Common Stock purchased pursuant to the exercise of Warrants evidenced by any Warrant Certificate shall be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder or the Participant by crediting the account of the Holder’s or the Participant’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in conformity such system 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 the Participant or (B) the Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder or the Participant in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Warrant Agent of the Notice of Exercise by the Holder or, in the case of a Participant, the proper delivery of the Notice of Exercise by the Participant in accordance with the foregoing provisions Depository’s procedures, (B) surrender of Section 3.2(cthe Warrant Certificate and (C) payment of the aggregate Exercise Price as set forth above and in the Warrant Certificate (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). It is hereby understood that if an effective registration statement is not available at the time a Notice of Exercise is delivered by a Holder or a Participant to the Warrant Agent, the Warrant Agent shall, when actions specified in Section 3.2(c)(i) shall require an opinion of counsel prior to delivery of the Warrant shares via DWAC. The Warrant shares shall be deemed to have been effected issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment specified in to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 3.2(c)(ii2(d)(vi) is receivedprior to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder certificates evidencing the Warrant shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any fundsHolder, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereuponcash, as promptly liquidated damages and not as practicablea penalty, and in any event within two (2) Business Days after the Exercise Date referred for each $1,000 of Warrant shares subject to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon on the aggregate number VWAP of Warrants so exercisedthe Common Stock on the date of the applicable Notice of Exercise), as so determined$10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such certificates are delivered or Holder rescinds such exercise. If the Warrants are not delivered by the Warrant Share Delivery Date, together with an amount in cash in lieu the Warrant Agent shall immediately notify the Company of the untimely delivery, the Warrant Share Delivery Date and the date of the delivery of the Warrant shares to facilitate the Company’s payment of any fractional share(s)damages associated therewith. For purposes of this Section 3.3.2, if the Company so elects pursuant certificates evidencing the Warrant shares subject to Section 5.2. The shares a Notice of Common Stock in Exercise shall include delivery through book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)records.

Issuance of Common Stock. Upon due exercise A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of Warrants evidenced by any the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Certificate Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in conformity with the foregoing provisions of Section 3.2(c)this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Buyer's obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. B. Buyer shall have the right to convert the Debenture and exercise the Warrant Agent shall, when actions specified by telecopying an executed and completed Conversion Notice (as such term is defined in Section 3.2(c)(ithe Debenture) have been effected and any payment specified or Warrant Notice of Exercise (as such term is defined in Section 3.2(c)(iithe Warrant) is received, deliver to the Company. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3the provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture or the Warrant, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountcase may be). The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after cause the Exercise Date referred transfer agent to below, (i) determine transmit the number of shares of certificates evidencing the Common Stock issuable pursuant to upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of such Warrants pursuant to Section 3.7 and the Warrant (ii) (x) in the case of exercise of Warrants evidenced by together with a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, ornew Warrant, if any, representing the amount of the Warrant not being so exercised) to Buyer via express courier, or if a Registration Statement covering the Common Stock may not then be held in book-entry form through has been declared effective by the facilities SEC by electronic transfer, within three (3) business days after receipt by the Company of DTCthe Conversion Notice or Warrant Notice of Exercise (the "Delivery Date"). C. Upon the conversion of the Debenture or exercise of the Warrant or part thereof, duly executed the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates representing, or (y) in the case name of exercise of Warrants evidenced Buyer (or its nominee) or such other persons as designated by Definitive Warrant Certificates, execute or cause Buyer and in such denominations to be executed and deliver specified at conversion or cause to be delivered to exercise, as the Recipient (as defined below) a certificate or certificates representingcase may be, in case of (x) and (y), representing the aggregate number of shares of Common Stock issuable upon such exercise (based upon conversion or exercise. The Company warrants that the aggregate number Conversion Shares and Warrant Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects Common Stock provided the Conversion Shares and Warrant Shares are being sold pursuant to an effective Registration Statement covering the Common Stock to be sold or is otherwise exempt from registration when sold. D. The Company understands that a delay in the delivery of the Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section 5.2E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Buyer. The shares As compensation to the Buyer for such loss, the Company agrees to pay late payments to the Buyer for late issuance of Common Stock in book-entry the form required pursuant to Section C hereof upon conversion of the Debenture or certificate late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or certificates representing shares Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section D in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Buyer, in the event that the Company fails for any reason to effect delivery of the Common Stock so delivered shall beby the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Buyer will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the extent possibleCompany whereupon the Company and the Buyer shall each be restored to their respective positions immediately prior to the delivery of such notice, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and except that late payment charges described above shall be registered payable through the date notice of revocation or otherwise placed in rescission is given to the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)Company.

Issuance of Common Stock. (a) Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c)this Agreement, the Warrant Agent shall, when actions specified in Section 3.2(c)(i) this Article IV have been effected and any payment specified in Section 3.2(c)(ii) is receivedsatisfied, as applicable, deliver to the Company the Notice of Exercise Form received pursuant to Section 3.2(c)(i)from such Holder, if applicable, deliver or deposit any funds, all funds in accordance with Section 3.34.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, within one (1) Trading Day after any delivery of any Notice of Exercise and in any event within the Aggregate Exercise Price delivered prior to 12:00 noon Eastern Time and two (2) Business Trading Days after any delivery of any Notice of Exercise and the Aggregate Exercise Date referred to belowPrice delivered on or after 12:00 noon Eastern Time (such date, the “Warrant Share Delivery Date”), (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 4.9 or, if cashless exercise applies, Section 4.5 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock Warrant Shares issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2this Agreement. The shares of Common Stock Warrant Shares in book-entry form or certificate or certificates representing shares of Common Stock such Warrant Shares so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Notice of Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.44.14, such other Person as shall be designated by the Holder in such Notice of Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. (i) Upon due exercise surrender of Warrants evidenced by any a Book-Entry Warrant or a beneficial interest in a Global Warrant Certificate in conformity with the foregoing provisions provisions, including without limitation Section 3.2, and payment of Section 3.2(c)the Exercise Price in respect of the exercise of one or more Warrants evidenced thereby, the Warrant Agent shall, when actions specified in such payment is received and subject to Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received9.2, deliver to the Company the Exercise Form notice of exercise received pursuant to Section 3.2(c)(i3.3(a), deliver or deposit any funds, in accordance with Section 3.3, all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two five (25) Business Days after receipt by the Exercise Date referred to belowCompany of such notice of exercise, (iA) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) Holder a certificate or certificates representingrepresenting the aggregate number of shares of Common Stock issuable upon such exercise, (B) if in case the Company’s sole discretion the shares of (x) and (y)Common Stock are not certificated, make or cause to be made a book entry into the stock ledger of the Company for the aggregate number of shares of Common Stock issuable upon such exercise or (C) if in the Company’s sole discretion the shares of Common Stock shall be represented by a global certificate held by the Depositary, issue by same-day or next-day credit to the Depositary for the account of such beneficial Holder or for the account of a participant in the Depositary the aggregate number of shares of Common Stock issuable upon such exercise, in each case, based upon the aggregate number of Warrants so exercisedexercised and determined in accordance with Section 3.3(g), as so determinedand, together with in each case, the Company shall deliver or cause to be delivered an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.24.5. The shares of Common Stock in book-entry form or Any certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form such notice of exercise and shall be registered or otherwise placed in the name of, and delivered to, the Holder Holder. (ii) Notwithstanding anything to the contrary contained herein, the Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock purchased upon the exercise of a Warrant or portion thereof, make a book entry into the stock ledger of the Company if the shares of Common Stock are not certificated or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)case may be, issue any instructions to the Depositary, prior to fulfillment of all of the following conditions: (x) the obtaining of approval or other clearance from any state or federal governmental agency which the Company shall, in its reasonable and good faith discretion, determine to be necessary or advisable and (y) the lapse of such reasonable period of time following the exercise of the Warrant as may be required by applicable Law.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with FURTHER RESOLVED, that the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) Corporation is received, deliver hereby authorized to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of issue 2,000,000 shares of Common Stock issuable to Centurion as Commitment Shares and 42,500 shares of Common Stock to Centurion as Fee Shares and that upon issuance of the Commitment Shares and the Fee Shares pursuant to exercise the Investment Agreement, the Commitment Shares and the Fee Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of such Warrants Common Stock upon the purchase of Put Shares up to the available amount under the Investment Agreement in accordance with the terms of the Investment Agreement and that, upon issuance of the Put Shares pursuant to Section 3.7 the Investment Agreement, the Put Shares will be duly authorized, validly issued, fully paid and (ii) (x) nonassessable; and FURTHER RESOLVED, that the Corporation shall initially reserve 170,000,000 shares of Common Stock for issuance as Put Shares under the Investment Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the case name of exercise of Warrants evidenced by a Global Warrant Certificatethe Corporation, deliver to take or cause to be delivered taken all such further actions and to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute and deliver or cause to be executed and deliver delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or cause desirable to be delivered to carry into effect the Recipient (as defined below) a certificate or certificates representing, in case of (x) purpose and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu intent of any fractional share(s), if and all of the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name offoregoing resolutions, and delivered to, that all actions heretofore taken by any officer or director of the Holder or, subject to Section 3.4, such other Person as shall be designated Corporation in connection with the transactions contemplated by the Holder agreements described herein are hereby approved, ratified and confirmed in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)all respects.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant The Transfer Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, shall deliver to the Company Investors certificates representing Common Stock due upon conversion of the Exercise Form received pursuant to Section 3.2(c)(i), deliver Debentures and exercise of the Warrants not bearing any restrictive legend without requiring further advice or deposit any funds, in accordance with Section 3.3, received as instructed in writing by instruction or additional documentation from the Company and advise or its counsel, or the Company by telephone at Investors or their counsel or any other party, as per the end terms of such day these instructions. At any time after the effective date of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after applicable registration statement covering the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant underlying the Debentures and/or Warrants (provided that the Company has not informed the Transfer Agent in writing that such registration statement is not effective) upon any surrender of one or more certificates which bear the Legend, to exercise the extent accompanied by (i) a notice requesting the issuance of such Warrants pursuant new certificates free of the Legend to Section 3.7 and replace those surrendered, (ii) a confirmation in writing to the Transfer Agent that the Investor(s) has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a bona fide transaction to a third party that is not an affiliate of the Company; and (xiii) the Investor(s) confirms to the Transfer Agent that it has complied with the prospectus delivery requirement the Transfer Agent shall deliver to the Investors the certificates representing the Common Stock not bearing the Legend, in such names and denominations as the case of exercise of Investors shall request. In the event a registration statement is not filed by the Company, or for any reason the registration statement which is filed by the Company is not declared effective by the Securities and Exchange Commission, the Investor(s), or its permitted assignee, or its broker(s) confirms to the Transfer Agent that (i) the Investor(s) has held the Debentures and/or Warrants evidenced by a Global Warrant Certificatefor at least one year, deliver or cause to (ii) counting the shares surrendered as being sold upon the date the unlegended certificates would be delivered to the Recipient Investor(s) (as defined belowor the Trading Day immediately following if such date is not a Trading Day), the Investor(s) in accordance with will not have sold more than the Applicable Procedures greater of (a) one percent of the total number of outstanding shares of Common Stock in book-entry form to be so held through Stock, or (b) the facilities average weekly trading volume of DTC in an amount equal to, or, if the Common Stock may for the preceding four weeks during the three months ending upon such delivery date (or the Trading Day immediately following if such date is not then be held a Trading Day), and (iii) the Investor(s) has complied with the manner of sale and notice requirements of Rule 144 under the Securities Act, and the Company shall have furnished an opinion from its independent counsel, authorizing the removal of the Legend. At any time prior to the effective date of the applicable registration statement, and provided no exemption from registration exists, upon the exercise of the Warrant by the Investor(s) and upon receipt of authorization from the Company to the Transfer Agent, the Transfer Agent shall deliver to the Investor(s) certificates representing Common Stock bearing the Legend without requiring further advice or instruction or additional documentation from the Company or its counsel or the Investor(s) or its counsel or any other party (other than as described in book-entry form through the facilities of DTCsuch paragraphs). Any advice, duly executed certificates representingnotice, or (y) in instructions to the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute Transfer Agent required or cause permitted to be executed and deliver or cause to given hereunder may be delivered transmitted via facsimile to the Recipient (as defined below) a certificate or certificates representing, in case Transfer Agent's facsimile number of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).

Issuance of Common Stock. Upon due exercise A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of Warrants evidenced by any the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Certificate Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in conformity with the foregoing provisions of Section 3.2(c)this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture and exercise the Warrant Agent shall, when actions specified by telecopying an executed and completed Conversion Notice (as such term is defined in Section 3.2(c)(ithe Debenture) have been effected and any payment specified or Warrant Notice of Exercise (as such term is defined in Section 3.2(c)(iithe Warrant) is received, deliver to the Company. Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received the provisions hereof shall be deemed a Conversion Date (as instructed such term is defined in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountDebenture). The Company shall thereuponcause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Holder via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within three (3) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise (the “Delivery Date”). _______ _______ Initials Initials C. Upon the conversion of the Debenture or exercise of the Warrant or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as promptly as practicable, designated by Holder and in any event within two (2) Business Days after the Exercise Date referred such denominations to below, (i) determine be specified at conversion representing the number of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Common Stock issuable provided the Conversion Shares and Warrant Shares are being sold pursuant to exercise an effective registration statement covering the Common Stock to be sold or is otherwise exempt from registration when sold. D. The Company understands that a delay in the delivery of such Warrants the Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section 3.7 and E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (iias hereinafter defined) (x) could result in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered economic loss to the Recipient (as defined below) in accordance with Holder. As compensation to the Applicable Procedures shares Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in book-entry the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be so held through available to the facilities Holder, in the event that the Company fails for any reason to effect delivery of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through by the facilities of DTC, duly executed certificates representing, Delivery Date or (y) in make payment by the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered toMandatory Redemption Payment Date, the Holder orwill be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, subject to Section 3.4, such other Person as except that late payment charges described above shall be designated by payable through the Holder in such Exercise Form (date notice of revocation or rescission is given to the Holder or such other Person being referred to herein as the “Recipient”)Company.

Issuance of Common Stock. Upon due exercise Unless a Bankruptcy Event or Sale of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) Assets shall have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver occurred on or prior to the Company Final Settlement Date or an earlier Acceleration Date, on the Exercise Form received pursuant to Section 3.2(c)(i)Final Settlement Date or an earlier Acceleration Date, deliver or deposit any funds, upon the Company's receipt of payment in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day full of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after purchase price for the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant purchased by the Holders (whether by application of the principal of the Treasury Notes on the Final Settlement Date or the proceeds of the sale of Treasury Notes as provided in Section 4.02(d) or the Holder's election to exercise of pay the Stated Amount for such Warrants Holder's Securities in cash pursuant to Section 3.7 4.02(b)), and (ii) (x) in payment of consideration set forth in Section 5.08, if any, and, if the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause Company has elected to be delivered to the Recipient (as defined below) make such payment in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y)Holders, the aggregate number Company shall issue and deposit with the Agent, for the benefit of the Holders, one or more certificates representing the shares of Common Stock issuable upon registered in the name of the Agent (or its nominee) as custodian for the Holders (such exercise (based upon the aggregate number certificates for shares of Warrants so exercised), as so determinedCommon Stock, together with an amount any dividends or distributions with respect thereto, being hereinafter referred to as the "FINAL SETTLEMENT FUND" or "ACCELERATION SETTLEMENT FUND" as applicable) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Security Certificate to the Agent on or after the Final Settlement Date or earlier Acceleration Date, together with settlement instructions thereon duly completed and executed, the Holder of such Security Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 or any fractional share(s)other cash payments and any dividends or distributions with respect to such shares constituting part of the Final Settlement Fund or Acceleration Settlement Fund, if as applicable, but without any interest thereon, and the Company Security Certificate so elects pursuant to Section 5.2surrendered shall forthwith be canceled. The Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions on the Security Certificate. If any shares of Common Stock issued in book-entry form respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Security Certificate evidencing such Purchase Contract or certificate or certificates representing shares of Common Stock so delivered shall be, has established to the extent possible, in satisfaction of the Company that such denomination tax either has been paid or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)is not payable.

Issuance of Common Stock. Upon due exercise FURTHER RESOLVED, that the Company is hereby authorized to issue the Commitment Shares to Aspire as Commitment Shares and that upon issuance of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c)Commitment Shares pursuant to the Purchase Agreement, the Warrant Agent shallCommitment Shares shall be duly authorized, when actions specified in Section 3.2(c)(i) have been effected validly issued, fully paid and any payment specified in Section 3.2(c)(ii) is receivednon-assessable; and FURTHER RESOLVED, deliver to that the Company the Exercise Form received pursuant is hereby authorized to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of issue shares of Common Stock issuable upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to exercise the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement in such Warrants pursuant form as may be approved by such officers, or to Section 3.7 cause any such Aspire Shares to be delivered through electronic book entry; and (ii) (x) FURTHER RESOLVED, that the officers of the Company with the assistance of counsel be, and each of them hereby is, authorized and directed to take all necessary steps and do all other things necessary and appropriate to effect the listing of the Aspire Shares on the Nasdaq Capital Market; and FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Company and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the case name of exercise of Warrants evidenced by a Global Warrant Certificatethe Company, deliver to take or cause to be delivered taken all such further actions and to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute and deliver or cause to be executed and deliver delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or cause desirable to be delivered to carry into effect the Recipient (as defined below) a certificate or certificates representing, in case of (x) purpose and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu intent of any fractional share(s)and all of the foregoing resolutions, if and that all actions heretofore taken by any officer or director of the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to connection with the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated transactions contemplated by the Holder agreements described herein are hereby approved, ratified and confirmed in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”).all respects

Issuance of Common Stock. Upon due exercise A. The Company undertakes and agrees that no instruction other than the instructions referred to in this Article V and customary stop transfer instructions prior to the registration and sale of Warrants evidenced the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Holder’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. X. Xxxxxx shall have the right to convert the Debenture by any Warrant Certificate telecopying an executed and completed Conversion Notice (as such term is defined in conformity the Debenture) to the Company. Each date on which a Conversion Notice is telecopied to and received by the Company in accordance with the foregoing provisions hereof shall be deemed a Conversion Date (as such term is defined in the Debenture). In the event the number of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver registered Common Shares delivered to the Escrow Agent by the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing I.B hereof are insufficient to cover an authorized Conversion by the Company and advise Holder, the Company by telephone at shall cause the end of such day transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of funds the Debenture not being so deposited converted) to its account. The Company shall thereuponHolder via express courier, as promptly as practicableor if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, and in any event within two (2) Business Days business days after receipt by the Exercise Date referred Company of the Conversion Notice (the “Delivery Date”). ______________ Initials ____________ Initials C. Upon the conversion of the Debenture or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to below, assure that the Company's transfer agent shall issue stock certificates in the name of Holder (ior its nominee) determine or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Common Stock provided, on the Conversion Date the Holder (or its nominee) are not Affiliates of the Company and the Conversion Shares are being sold pursuant to an effective registration statement covering the Common Stock to be sold or are otherwise exempt from registration when sold. D. The Company understands that, in the event the number of registered Common Shares delivered to the Escrow Agent by the Company pursuant to Section I.B hereof are insufficient to cover an authorized Conversion by the Holder, a delay in the delivery of the Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Common Stock in the form required pursuant to Section E hereof upon Conversion of the Debenture or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Common Stock by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Holder will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company. E. In the event the Company is prohibited from issuing Common Stock, or upon the occurrence of an Event of Default (as defined in the Debenture) or for any reason other than pursuant to the limitations set forth herein, then at the Holder's election, the Company must pay to the Holder ten (10) business days after request by the Holder a sum of money determined by multiplying up to the then outstanding principal amount of the Debenture designated by the Holder by 115%, together with accrued but unpaid interest thereon ("Mandatory Redemption Payment"). The Mandatory Redemption Payment must be received by the Holder within ten (10) business days after request ("Mandatory Redemption Payment Date"). Upon receipt of the Mandatory Redemption Payment, the corresponding Debenture principal and interest will be deemed paid and no longer outstanding. ______________ Initials ____________ Initials F. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder such Common Stock issuable pursuant to exercise upon conversion of such Warrants pursuant to Section 3.7 a Debenture by the Delivery Date and if ten (ii10) days after the Delivery Date the Holder purchases (xin an open market transaction or otherwise) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock to deliver in book-entry form to be so held through satisfaction of a sale by the facilities Holder of DTC in an amount equal to, or, if the Common Stock may not which the Holder anticipated receiving upon such conversion (a "Buy-In"), then be held the Company shall pay in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered cash to the Recipient Holder (as defined belowin addition to any remedies available to or elected by the Holder) a certificate or certificates representing, in case of the amount by which (xA) and the Holder's total purchase price (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s)including brokerage commissions, if any) for the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture for which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall bebe paid as liquidated damages and not as a penalty). For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of Debenture principal and/or interest, the extent possibleCompany shall be required to pay the Holder $1,000, in such denomination or denominations as such plus interest. The Holder shall request in provide the applicable Exercise Form and shall be registered or otherwise placed in Company written notice indicating the name of, and delivered to, the Holder or, subject amounts payable to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (respect of the Buy-In. G. The Debenture shall be delivered by the Company to the Holder or such other Person being referred pursuant to herein as Section I.B. hereof on a “delivery-against-payment basis” at the “Recipient”)Closing.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected 3.1 Conditions to and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of shares Issuance of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock deliverable for the RSU Award, or any part thereof, may be either previously authorized but unissued shares or issued shares that have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of stock for any RSU Award prior to fulfillment or satisfaction of all of the following conditions: (a) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (b) The completion of any registration or other qualification of such shares under any state or federal law, or under rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Committee or the Company shall, in book-entry form its absolute discretion, deem necessary or certificate advisable; (c) The obtaining of any approval or certificates representing other clearance from any state or federal governmental agency which the Committee or the Company shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment or withholding for all related taxes. The Employee shall be liable for any and all taxes, including withholding taxes, arising out of this RSU Award or the vesting of the RSU Award hereunder. The Company shall satisfy such withholding tax obligation by having the Company retain RSUs having a fair market value equal to the Company’s withholding obligations. (e) Subject to the conditions in this Section, the Company shall issue to the Employee via electronic transfer to the Employee’s brokerage account the number of net shares of Common Stock so delivered represented by the number of vested RSUs less withholding taxes, as soon as practical following the vesting of same, but in no event later than two and one-half (2-1/2) months after the calendar year in which the RSUs vest. Delivery of these shares of Common Stock shall be, to satisfy the extent possible, in such denomination or denominations as such Holder Company’s obligations under this Agreement. (f) The Employee shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be establish an equity account with a broker designated by the Holder in such Exercise Form Company (currently Xxxxxxx Xxxxxx) so that the Holder or such other Person being referred net shares from vested RSUs (after withholding applicable taxes) may be electronically transferred to herein as the “Recipient”)Employee’s account.

Issuance of Common Stock. Upon due exercise 3.1 Conditions to and Issuance of Warrants evidenced by Common Stock The shares of Common Stock deliverable for the PU Award, or any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c)part thereof, the Warrant Agent shall, when actions specified in Section 3.2(c)(i) may be either previously authorized but unissued shares or issued shares that have then been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing reacquired by the Company Company. Such shares shall be fully paid and advise the Company by telephone at the end of such day of the amount of funds so deposited to its accountnonassessable. The Company shall thereuponnot be required to issue or deliver any shares of stock for any PU Award prior to fulfillment of all of the following conditions: (a) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (b) The completion of any registration or other qualification of such shares under any state or federal law, as promptly as practicableor under rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Committee or the Company shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee or the Company shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment or withholding for all related taxes. The Employee shall be liable for any and all taxes, including withholding taxes, arising out of this PU Award or the vesting of the PU Award hereunder. The Company shall satisfy such withholding tax obligation by having the Company retain PUs having a fair market value equal to the Company’s withholding obligations. (e) Subject to the conditions in any event within two (2) Business Days after the Exercise Date referred to this Section and Section 4.4 below, (i) determine the Company shall issue via electronic transfer to the Employee’s brokerage account the number of shares of Common Stock issuable pursuant to exercise that are earned, as determined under Article II, less withholding taxes (net shares) as soon as practical following the certification by the Committee, but in no event later than two and one-half (2-1/2) months after the calendar year in which the PUs are earned and vested. Delivery of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures these net shares of Common Stock in book-entry form to be so held through shall satisfy the facilities of DTC in Company’s obligations under this Agreement. (f) The Employee shall establish an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) equity account with a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be broker designated by the Holder in such Exercise Form Company (currently Xxxxxxx Xxxxxx) so that the Holder or such other Person being referred net shares from vested PUs (after withholding for applicable taxes) may be electronically transferred to herein as the “Recipient”)Employee’s account.

Issuance of Common Stock. Upon due exercise (a) As promptly as practicable after the surrender, as herein provided, of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c)Note for conversion, the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to or upon the Recipient (as defined below) written order of the Holder of the Note so surrendered, certificates representing the number of fully paid and nonassessable shares of Common Stock into which such Note may be converted in accordance with the Applicable Procedures provisions of this Section 4. Such conversion shall be deemed to have been made at the close of business on the date that such Note shall have been surrendered for conversion with the conversion notice duly executed, so that the rights of the Holder of a Note as such Holder shall cease (including with respect to accrued but unpaid interest) at such time and, subject to the following provisions of this paragraph, the Person or Persons entitled to receive the shares of Common Stock in book-entry form to upon conversion of such Note shall be so held through treated for all purposes as having become the facilities record holder or holders of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of such shares of Common Stock issuable upon at such exercise (based upon time, and such conversion shall be at the aggregate number conversion price in effect at such time; provided, however, that no such surrender on any date when the stock transfer books of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant shall be closed shall be effective to Section 5.2. The constitute the Person or Persons entitled to receive the shares of Common Stock in book-entry form upon such conversion as the record holder or certificate or certificates representing holders of such shares of Common Stock so delivered on such date, but such surrender shall bebe effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the conversion price in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. (b) Upon conversion of any Note which is converted in part only, the Company shall execute and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Note in principal amount equal to the extent possibleunconverted portion of such Note. (c) If the last day for the exercise of the conversion right shall not be a Business Day, in then such denomination or denominations conversion right may be exercised on the next succeeding Business Day. (d) Upon conversion of any Note as herein provided, the Common Stock issued upon such Holder shall request in the applicable Exercise Form and conversion shall be registered or otherwise placed in the name of, fully paid and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein as the “Recipient”)nonassessable.

Issuance of Common Stock. Upon due exercise of Warrants evidenced by any Warrant Certificate in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received, deliver to the Company the Exercise Form notice of exercise received pursuant to Section 3.2(c)(i), deliver or deposit any funds, in accordance with Section 3.3, all funds received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) five Business Days after the Exercise Date referred to below, (i) determine the number of shares of Common Stock issuable pursuant to exercise of such Warrants pursuant to Section 3.6 or, if Cashless Exercise applies, Section 3.7 and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures shares of Common Stock in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Stock may not then be held in book-entry form through the facilities of DTC, duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Definitive Warrant Certificates, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) a certificate or certificates representing, in case of (x) and (y), the aggregate number of shares of Common Stock issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional share(s), if the Company so elects pursuant to Section 5.2. The shares of Common Stock in book-entry form or certificate or certificates representing shares of Common Stock so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form notice of exercise and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form notice (the Holder or such other Person being referred to herein as the “Recipient”).