Common use of Issuance of Warrant Shares Clause in Contracts

Issuance of Warrant Shares. As soon as practicable after the Date of Exercise of any Warrant, the Warrant Agent shall deposit the proceeds received, if any, from the exercise of the Warrants, and promptly, after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, shall issue a certificate or certificates for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase. The Company covenants that the Warrant Shares which shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such Warrant Shares shall be delivered by the Warrant Agent in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Price, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days.

Issuance of Warrant Shares. As soon Subject to Section 4 and Section 5, upon the surrender of the Warrant and payment of the Warrant Price as practicable after the Date of Exercise of any Warrantaforesaid, the Warrant Agent shall deposit promptly, and in any event within three (3) business days, cause to be issued and delivered to or upon the proceeds received, if any, from the exercise written order of the WarrantsHolder and in such name or names as the Holder may designate, and promptly, after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, shall issue a certificate or certificates for the number of full Warrant Shares to so purchased upon the exercise of such Warrant, which the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase. The Company covenants that the Warrant Shares which shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxestogether with cash, liens and charges created by the Company as provided in Section 8, in respect of the issue thereof. Certificates representing such any fractional Warrant Shares otherwise issuable upon such exercise. Such Warrant Share certificate or certificates shall be delivered by the Warrant Agent in such names deemed to have been issued and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each any person in whose name any such certificate for Warrant Shares issued so designated to be named therein shall for all purposes be deemed to have become the a holder of record of the such Warrant Shares represented thereby on the Date as of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Warrant Price, as aforesaid. If the Company’s transfer books agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, the Warrant Agent shall, in lieu of delivering a certificate or certificates for Warrant Shares issuable upon exercise of a Warrant, credit the aggregate number of Warrant Shares 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 At Custodian system (a “DWAC Transfer”). The rights of purchase represented by any Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part. In the event that a certificate evidencing a Warrant is exercised in respect of less than all of the Warrant Shares purchasable upon on such exercise at any time prior to the exercise date of expiration of such Warrants shall Warrant, a new certificate evidencing the unexercised portion of such Warrant will be closedissued, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty countersign and deliver the required new Warrant certificate or certificates pursuant to deliver any certificate the provisions of this Section 2.2 and Section 1.4. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) dayspurpose.

Issuance of Warrant Shares. As soon as practicable after the Date of Exercise of any Warrant, the Warrant Agent shall deposit the proceeds received, if any, from No later than three (3) business days following the exercise of any Warrant and the Warrants, and promptly, after clearance of checks received the funds in payment of the Exercise Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or cause to be issued, in uncertificated or book-entry form through the Warrant Agent and/or deliver electronically through the facilities of The Depository Trust Company or other book-entry depositary system to the Registered Holder of such WarrantsWarrant (or at the option of the Registered Holder, shall issue a certificate or certificates for representing) the number of full Warrant Shares shares of Common Stock to which the Holder thereof he, she or it is entitled, registered in accordance such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities Act with respect to the instructions set forth in Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the election to purchase. The Company covenants that the Warrant Shares which shall be shares of Common Stock issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such Warrant Shares shall be delivered by the Warrant Agent in such names and denominations as are required is available for delivery to, or in accordance with to the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued shall for all purposes be deemed to have become the holder of record Registered Holder of the Warrant Shares represented thereby on or (b) in the Date opinion of Exercise counsel to the Company, the exercise of the Warrants resulting in is exempt from the issuance of such Warrant Shares, irrespective registration requirements of the date of issuance Securities Act and such securities are qualified for sale or delivery of such certificate for Warrant Shares; provided, however, that if, at the date exempt from qualification under applicable securities laws of the surrender of such states or other jurisdictions in which the Registered Holder resides. Warrants and payment of the Exercise Pricemay not be exercised by, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closedor securities issued to, the certificates for the Warrant Shares any Registered Holder in respect of any state in which such Warrants are then exercised shall exercise or issuance would be issuable as of unlawful. In addition, in no event will the date on which Company be obligated to pay such books shall next be opened (whether before Registered Holder any cash consideration upon exercise or after otherwise “net cash settle” the Exercise Deadline) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) daysWarrant.

Issuance of Warrant Shares. As soon as practicable after the Date of Exercise of any Warrant, The Company shall cause the Warrant Agent shall deposit Shares purchased hereunder to be transmitted by the proceeds received, if any, from Company’s transfer agent to the exercise Holder by crediting the account of the WarrantsHolder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) or Depository Trust Company’s Fast Reject And Confirmation (“FRAC”) system if 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 Holder or (B) the Warrant is being exercised via cashless exercise, and promptlyotherwise by physical delivery of a certificate, after clearance of checks received registered in payment the Company’s share register in the name of the Exercise Price pursuant to such WarrantsHolder or its designee, shall issue a certificate or certificates for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with entitled pursuant to such exercise to the instructions set forth address specified by the Holder in the election Election to purchasePurchase by the date that is the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Election to Purchase (such date, the “Warrant Share Delivery Date”). The Company covenants that Upon delivery of the Warrant Shares which Election to Purchase, the Holder shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such Warrant Shares shall be delivered by the Warrant Agent in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued shall deemed for all corporate purposes be deemed to have become the holder of record of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such with respect to which this Warrant Shareshas been exercised, irrespective of the date of issuance or delivery of such certificate for the Warrant Shares; provided, howeverprovided that payment of the aggregate Warrant Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Election to Purchase. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to an Election to Purchase by the Warrant Share Delivery Date, that ifthe Company shall pay to the Holder, at in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the surrender applicable Election to Purchase), $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 Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of such Warrants and payment Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Election to Purchase. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise Pricedelivered by 12:00 p.m. (New York City time) on the Exercise Date, the transfer books for Company agrees to deliver the Warrant Shares purchasable upon the exercise of subject to such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date notice(s) by 4:00 p.m. (New York City time) on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) daysDate.

Issuance of Warrant Shares. As soon as practicable after Subject to Section 3.3 and the Date of Exercise Holder’s payment of any Warranttaxes or deposit funds with the Company sufficient to pay any taxes payable by the Holder pursuant to Section 5, following the surrender of any Warrant Agent shall deposit with the proceeds received, if any, from the exercise of the WarrantsExercise Notice duly completed and signed, and promptly, after clearance of checks received in provided that payment of the Exercise Warrant Price pursuant has been received, the Company (or if appointed, the warrant agent) shall promptly cause to be issued and delivered to or upon the written order of the Holder and in such Warrantsname or names as the Holder may designate, shall issue a certificate or certificates for the number of full Warrant Shares to which so purchased upon the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase. The Company covenants that the Warrant Shares which shall be issuable upon exercise of the Warrants and paymentsuch Warrant, if anytogether with cash, of the Exercise Price as provided in compliance with this Agreement and the Warrant Certificate shallSection 8, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such any fractional Warrant Shares otherwise issuable upon such exercise. Such Warrant Share certificate or certificates shall be delivered by the Warrant Agent in such names deemed to have been issued and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each any person in whose name any such certificate for Warrant Shares issued so designated to be named therein shall for all purposes be deemed to have become the holder a Holder of record of the such Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Price, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent with the duly completed and signed Exercise Notice and payment of the Warrant Price, as aforesaid, shall be under no duty have been received by the Company (or if appointed, to deliver any certificate the warrant agent for the account of the Company), for such Warrant Shares; provided. Except for cash payable in respect of any fractional share, furtherunder no circumstances shall the Company be required to settle any exercises of this Warrant by cash payment or otherwise “net cash settle” this Warrant. In the event that a certificate evidencing any Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the tenth Business Day prior to the Expiration Date, that a new certificate evidencing the transfer books unexercised portion of recordthe Warrant will be issued, unless otherwise and the warrant agent (if so appointed) is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates. The Company, whenever required by lawthe warrant agent (if appointed), shall not be closed at any one time will supply the warrant agent with Warrant certificates duly executed on behalf of the Company for a period longer than twenty (20) dayssuch purpose.

Issuance of Warrant Shares. As soon as practicable after the Date of Exercise of any Warrant, The Company shall cause the Warrant Agent shall deposit Shares purchased hereunder to be transmitted by the proceeds received, if any, from Company’s transfer agent to the exercise Holder by crediting the account of the WarrantsHolder’s or its designee's balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) or Depository Trust Company’s Fast Reject And Confirmation (“FRAC”) system if 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 Holder or (B) the Warrant is being exercised via cashless exercise, and promptlyotherwise by physical delivery of a certificate, after clearance of checks received registered in payment the Company's share register in the name of the Exercise Price pursuant to such WarrantsHolder or its designee, shall issue a certificate or certificates for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with entitled pursuant to such exercise to the instructions set forth address specified by the Holder in the election Election to purchasePurchase by the date that is the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Election to Purchase (such date, the “Warrant Share Delivery Date”). The Company covenants that Upon delivery of the Warrant Shares which Election to Purchase, the Holder shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such Warrant Shares shall be delivered by the Warrant Agent in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued shall deemed for all corporate purposes be deemed to have become the holder of record of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such with respect to which this Warrant Shareshas been exercised, irrespective of the date of issuance or delivery of such certificate for the Warrant Shares; provided, howeverprovided that payment of the aggregate Warrant Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Election to Purchase. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to an Election to Purchase by the Warrant Share Delivery Date, that ifthe Company shall pay to the Holder, at in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the surrender applicable Election to Purchase), $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 Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of such Warrants and payment Trading Days, on the Company's primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Election to Purchase. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise Pricedelivered by 12:00 p.m. (New York City time) on the Exercise Date, the transfer books for Company agrees to deliver the Warrant Shares purchasable upon the exercise of subject to such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date notice(s) by 4:00 p.m. (New York City time) on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) daysDate.

Issuance of Warrant Shares. As soon as practicable after Subject to Section 3.3 and the Date of Exercise Holder’s payment of any Warranttaxes or deposit funds with the Company sufficient to pay any taxes payable by the Holder pursuant to Section 5, following the surrender of the Warrant Agent shall deposit with the proceeds received, if any, from the exercise of the WarrantsExercise Notice duly completed and signed, and promptly, after clearance of checks received in provided that payment of the Exercise Warrant Price pursuant has been received, the Company (or if appointed, the warrant agent) shall promptly cause to be issued and delivered to or upon the written order of the Holder and in such Warrantsname or names as the Holder may designate, shall issue a certificate or certificates for the number of full Warrant Shares to which so purchased upon the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase. The Company covenants that the Warrant Shares which shall be issuable upon exercise of the Warrants and paymentsuch Warrant, if anytogether with cash, of the Exercise Price as provided in compliance with this Agreement and the Warrant Certificate shallSection 8, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such any fractional Warrant Shares otherwise issuable upon such exercise. Such Warrant Share certificate or certificates shall be delivered by the Warrant Agent in such names deemed to have been issued and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each any person in whose name any such certificate for Warrant Shares issued so designated to be named therein shall for all purposes be deemed to have become the holder a Holder of record of the such Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Price, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent with the duly completed and signed Exercise Notice and payment of the Warrant Price, as aforesaid, shall be under no duty have been received by the Company (or if appointed, to deliver any certificate the warrant agent for the account of the Company), for such Warrant Shares; provided. Except for cash payable in respect of any fractional share, furtherunder no circumstances shall the Company be required to settle any exercises of this Warrant by cash payment or otherwise “net cash settle” this Warrant. In the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the tenth Business Day prior to the Expiration Date, that a new certificate evidencing the transfer books unexercised portion of recordthe Warrant will be issued, unless otherwise and the warrant agent (if so appointed) is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates. The Company, whenever required by lawthe warrant agent (if appointed), shall not be closed at any one time will supply the warrant agent with Warrant certificates duly executed on behalf of the Company for a period longer than twenty (20) dayssuch purpose.

Issuance of Warrant Shares. As soon as practicable after On or before the Date first (1st) Trading Day following the Trading Day on which the Registered Holder has delivered an Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) to the Warrant Agent (for purposes of this Warrant Agreement, if an Exercise Notice is delivered to the Warrant Agent on a day that is not a Trading Day, such Exercise Notice shall be deemed to have been delivered on the first Trading Day following the day of any Warrantactual delivery), the Warrant Agent shall deposit the proceeds received, if any, from the exercise transmit by electronic mail an acknowledgment of the Warrants, and promptly, after clearance confirmation of checks received in payment receipt of the Exercise Notice to the Registered Holder. On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Registered Holder has delivered the Exercise Notice and the Aggregate Exercise Price to the Warrant Agent (or notice of a Cashless Exercise to the Company) (a “Share Delivery Date”), the Warrant Agent shall (X) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (A) the Warrant Shares are subject to an effective resale registration statement in favor of the Registered Holder and the Registered Holder has delivered to the Company a representation that such Warrant Shares have been sold pursuant to such Warrantsregistration statement or (B) if exercised via Cashless Exercise, shall issue at a certificate or certificates time when Rule 144 would be available for immediate resale of the Warrant Shares by the Registered Holder, and the Registered Holder has delivered to the Company a representation that such Warrant Shares have been sold pursuant to Rule 144, cause the aggregate number of full Warrant Shares to which the Registered Holder thereof is entitledentitled pursuant to such exercise to be transmitted by the Transfer Agent to the Registered Holder by crediting the Registered Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, registered in accordance with or (Y) if (A) the instructions set forth Transfer Agent is not participating in the election to purchase. The Company covenants that DTC Fast Automated Securities Transfer Program or (B) the Warrant Shares which shall be issuable upon exercise are not subject to an effective resale registration statement in favor of the Warrants and payment, if any, of Registered Holder or the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant Registered Holder has not delivered to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing a representation that such Warrant Shares shall have been sold pursuant to such registration statement and, if exercised via Cashless Exercise, at a time when Rule 144 would not be delivered by the Warrant Agent in such names and denominations as are required available for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued shall for all purposes be deemed to have become the holder of record immediate resale of the Warrant Shares represented thereby on by the Date Registered Holder or the Registered Holder has not delivered to the Company a representation that such Warrant Shares have been sold pursuant to such registration statement, cause the Transfer Agent to (i) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Registered Holder or its designee and bearing such restrictive legends as the Company deems necessary, for the number of Warrant Shares to which the Registered Holder is entitled pursuant to such exercise, or (ii) issue and dispatch by electronic mail to the address as specified in the Exercise Notice, evidence of book entry, registered in the Company’s share register in the name of the Registered Holder or its designee and bearing such restrictive legends as the Company deems necessary, for the number of Warrant Shares to which the Registered Holder is entitled pursuant to such exercise. If fewer than all the Warrants registered in the Warrant Register in the name of the Registered Holder or its designee are exercised, a notation shall be made to Warrant Register maintained by the Warrant Agent, as appropriate, evidencing the balance of the Warrants resulting in the issuance of remaining after such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Price, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) daysexercise.

Issuance of Warrant Shares. As soon as practicable after the Date Upon exercise of Exercise of any a Warrant, the Warrant Agent shall deposit within a reasonable time notify the proceeds received, if any, from Company of such exercise and the exercise of Company shall within a reasonable time issue and deliver to the Warrants, and promptly, after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, shall issue Holder (i) a certificate or certificates for the total number of full Warrant Shares to (or the Net Number of Warrant Shares, as applicable) for which the Holder thereof Warrant is entitled, registered in accordance with the instructions set forth being exercised in the election name of such Holder or its designee and (ii) if the Warrant is exercised with respect to purchase. The Company covenants that fewer than all of the Warrant Shares which shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created represented by the Company Warrant, a new Warrant representing the number of Warrant Shares in respect of which the issue thereofWarrant has not been exercised. Certificates representing such The Warrant Shares shall will be delivered by deemed to have been issued, and the Warrant Agent in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for representing Warrant Shares issued shall for all purposes will be issuable upon the exercise of the Warrant (as indicated in the Exercise Notice) will be deemed to have become the holder of record of (and will be treated for all purposes as the record holder of) the Warrant Shares represented thereby thereby, immediately prior to the close of business on the Date of Exercise of Business Day upon which the Warrants resulting Warrant is exercised in accordance with the terms hereof. The issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate certificates for Warrant SharesShares upon the exercise of a Warrant will be made without charge to the Holder for any issuance tax in respect thereof; provided, however, that if, at the date Company will not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the surrender of such Warrants and payment of the Exercise Price, Holder. The Company shall not close its books against the transfer books for the of any Warrant or any Warrant Shares purchasable issued or issuable upon the exercise of such Warrants shall be closed, Warrant in any manner which interferes with the certificates for the Warrant Shares in respect timely exercise of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) daysWarrant.

Issuance of Warrant Shares. As soon as practicable after Subject to Section 2.4, upon the Date surrender of Exercise of any Warrant, the Warrant Agent shall deposit the proceeds received, if any, from the exercise of the Warrants, Certificates and promptly, after clearance of checks received in payment of the per share Exercise Price pursuant to such WarrantsPrice, as set forth in Section 3.4, the Company shall issue and cause the transfer agent for the Common Stock (the "Transfer Agent") to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which the Holder thereof it is entitled, registered or otherwise, to the Person or Persons entitled to receive the same, together with cash as provided in accordance with the instructions set forth Section 3.6 in the election to purchaserespect of any fractional Warrant Shares otherwise issuable upon such exercise. The Company covenants that If the Warrant Shares and any cash to be delivered in lieu of fractional Warrant Shares, or other securities or property to which a Holder may be entitled, are to be delivered at such Holder's request to any Person other than such Holder, as a condition to such delivery (i) the Warrant Certificates so surrendered shall be issuable upon exercise properly endorsed or otherwise shall be in proper form for transfer and (ii) the Holder shall pay to the Company any transfer or other taxes required by reason of the Warrants and paymentdelivery of such Warrant Shares, if anycash, and/or other securities or property to a Person other than the Holder, or shall establish to the satisfaction of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully Company that any such taxes have been paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereofor are not applicable. Certificates representing such Warrant Shares Such certificate or certificates shall be delivered by the Warrant Agent in such names deemed to have been issued and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued Person so designated to be named therein shall for all purposes be deemed to have become the a holder of record of the such Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective as of the date of issuance or delivery the surrender of such certificate for Warrant SharesCertificates and payment of the per share Exercise Price, as aforesaid; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Pricedate, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent Company shall be under no duty to deliver any certificate certificates for such Warrant Shares; provided, provided further, however, that the such transfer books of recordbooks, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) 20 calendar days. Each certificate representing Warrant Shares shall bear the Private Placement Legend except as otherwise provided in Section 2.3(b).

Issuance of Warrant Shares. As soon as practicable after In the Date event that at the time of Exercise exercise of any Warrantthis Warrant the Common Shares are certificated, then upon receipt of the items referred to in either Sections 2.3 or 2.4, the Warrant Agent shall deposit Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, cause to be issued and delivered to the proceeds received, Holder hereof (or its nominee) or the Designated Transferee (if any), from the exercise of the Warrants, and promptly, after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, shall issue a certificate or certificates for representing the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth specified in the election to purchase. The Company covenants that Notice of Exercise (but not exceeding the maximum number of Warrant Shares which shall be issuable upon exercise of this Warrant if the Warrants Warrant is exercised pursuant to Section 2.3 or the number of Warrant Shares the Holder is entitled to receive pursuant to Section 2.4 if the Warrant is exercised pursuant to Section 2.4). Such certificates shall be registered in the name of the Holder hereof (or its nominee) or in the name of such transferee, as the case may be. If this Warrant is exercised in part, the Company shall issue and paymentdeliver to the Holder hereof or the transferee, if anyso designated in the Notice of Exercise, within three (3) Business Days, a new Warrant, materially identical hereto, evidencing the right of the Holder hereof or such transferee to purchase at the Exercise Price then in compliance effect the aggregate number of Warrant Shares for which this Warrant shall not have been exercised and this Warrant shall be cancelled. The Company shall assist and cooperate with any Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Agreement and Warrant (including, without limitation, making any filings required to be made by the Company). Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant Certificate shallis to be made in connection with a Public Offering, pursuant to and in accordance a Change of Control or with the terms sale or Transfer of other Equity Securities of the Company, the exercise of any portion of this AgreementWarrant may, at the election of the Holder hereof, be validly authorized and issuedconditioned upon the consummation of such Public Offering or Change of Control or sale or Transfer, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing which case such Warrant Shares exercise shall be delivered by the Warrant Agent in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued shall for all purposes not be deemed to have become be effective until the holder of record of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance consummation of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Price, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) daystransaction.

Issuance of Warrant Shares. As soon Subject to Section 2.05, upon the surrender of Warrant Certificates as practicable after set forth in Section 3.04 above, the Date of Exercise of any Warrant, Company shall issue and cause the Warrant Agent shall deposit the proceeds receivedor, if anyappointed, from a transfer agent for the exercise Common Stock (“Stock Transfer Agent”) to countersign and deliver to or upon the written order of the WarrantsHolder and in such name or names as the Holder may designate, and promptly, after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, shall issue a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities to which the Holder thereof it is entitled, registered or otherwise, to the Person or Persons entitled to receive the same (including any depositary institution so designated by a Holder), together with cash as provided in accordance with the instructions set forth in the election to purchase. The Company covenants that the Warrant Shares which shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company Section 3.06 in respect of the issue thereof. Certificates representing such any fractional Warrant Shares otherwise issuable upon such exercise. Such certificate or certificates shall be delivered by the Warrant Agent in such names deemed to have been issued and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued Person so designated to be named therein shall for all purposes be deemed to have become the a holder of record of the such Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective as of the date of issuance or delivery the surrender of such certificate for Warrant SharesCertificates, as aforesaid; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Pricedate, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent Company shall be under no duty to deliver any certificate certificates for such Warrant Shares; provided, provided further, however, that the such transfer books of recordbooks, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty five (205) calendar days. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Warrant Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (i) a registration statement under the Securities Act with respect to the Warrant Shares underlying the Warrant is then effective and a prospectus relating thereto is current, or (ii) the exercise of the Warrants is exempt from the registration requirements of the Securities Act. No Warrant shall be exercisable and the Company shall not be obligated to issue Warrant Shares upon exercise of a Warrant unless the Warrant Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Holder of the Warrant.

Issuance of Warrant Shares. As soon as practicable after Subject to Section 2.5, upon the Date surrender of Exercise of any Warrant, the this Warrant Agent shall deposit the proceeds received, if any, from the exercise of the Warrants, and promptly, after clearance of checks received in payment of the per share Exercise Price in cash and/or in accordance with a Cashless Exercise as set forth in Section 2.3, the Company shall, as promptly as practicable, and in any event within three (3) Trading Days thereafter, issue (or cause there to be issued) and deliver (or cause to be delivered) to or upon the written order of the Holder and in such name or names as the Holder may designate in the Warrant Exercise Notice provided pursuant to such WarrantsSection 2.3(a), shall issue a certificate or certificates for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase. The Company covenants that the Warrant Shares which shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such Warrant Shares shall be delivered by the Warrant Agent in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Price, the transfer books for the Warrant Shares purchasable so purchased upon the exercise of such Warrants shall be closedor other securities or property to which it is entitled, registered or otherwise to the certificates for Person or Persons entitled to receive the Warrant Shares same, together with cash as provided in Section 2.5 in respect of which any fractional Warrant Shares otherwise issuable upon such Warrants are then exercised exercise. Such certificate or certificates shall be issuable deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date on which such books shall next be opened (whether before or after of the Exercise Deadline) and until such date delivery of the Warrant Agent shall be under no duty Exercise Notice provided pursuant to deliver any certificate for such Section 2.3(a), the surrender of this Warrant Shares; providedand, furthersubject to Section 2.3(b), payment of the per share Exercise Price, notwithstanding that the stock transfer books of recordthe Company may then be closed or such certificate or certificates may not be actually delivered on such date. If, unless otherwise required by lawprior to both (x) a Rights Plan Triggering Event and (y) a Distribution Date, this Warrant is exercised for Class A Common Stock, upon the exercise of this Warrant, the shares of Class A Common Stock issued in respect thereof shall be issued with the same Rights, if any, attached thereto as are attached to the then-outstanding shares of Class A Common Stock. If following the occurrence of a Distribution Date and prior to the expiration or redemption of the Rights (it being understood that a Rights Plan Exchange shall not be closed deemed to be an expiration or redemption of the Rights), this Warrant is exercised for Class A Common Stock, upon the exercise of this Warrant, the holders of such Class A Common Stock shall receive the number of Rights which would have been attached to such Class A Common Stock assuming the Distribution Date had not occurred prior to such exercise and, if the Company has previously completed a Rights Plan Exchange that would have applied to such Rights had they been outstanding at any one the time for a period longer than twenty of such Rights Plan Exchange, the Company shall promptly effect the same exchange of the Rights received by such holders as was previously completed pursuant to such Rights Plan Exchange (20) daysit being understood that Section 3.5 shall not apply to such Rights Plan Exchange).

Issuance of Warrant Shares. As soon Subject to Section 4 and Section 5, upon the surrender of the Warrant and payment of the Warrant Price as practicable after the Date of Exercise of any Warrantaforesaid, the Warrant Agent shall deposit promptly, and in any event within three (3) business days, cause to be issued and delivered to or upon the proceeds received, if any, from the exercise written order of the WarrantsHolder and in such name or names as the Holder may designate, and promptly, after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, shall issue a certificate or certificates for the number of full Warrant Shares to so purchased upon the exercise of such Warrant, which the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase. The Company covenants that the Warrant Shares which shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxestogether with cash, liens and charges created by the Company as provided in Section 8, in respect of the issue thereof. Certificates representing such any fractional Warrant Shares otherwise issuable upon such exercise. Such Warrant Share certificate or certificates shall be delivered by the Warrant Agent in such names deemed to have been issued and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each any person in whose name any such certificate for Warrant Shares issued so designated to be named therein shall for all purposes be deemed to have become the a holder of record of the such Warrant Shares represented thereby on the Date as of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Warrant Price, as aforesaid. If the Company’s transfer books agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, the Warrant Agent shall, in lieu of delivering a certificate or certificates for Warrant Shares issuable upon exercise of a Warrant, credit the aggregate number of Warrant Shares 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 At Custodian system (a “DWAC Transfer”). The rights of purchase represented by any Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part. In the event that a certificate evidencing a Warrant is exercised in respect of less than all of the Warrant Shares purchasable upon on such exercise at any time prior to the exercise date of expiration of such Warrants shall Warrant, a new certificate evidencing the unexercised portion of such Warrant will be closedissued, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty countersign and deliver the required new Warrant certificate or certificates pursuant to deliver any certificate the provisions of this Section 2.2 and Section 1.4. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days.purpose. Exhibit C

Issuance of Warrant Shares. As soon as practicable after Subject to Section 2.06, upon the Date surrender of Exercise of any Warrant, the Warrant Agent shall deposit the proceeds received, if any, from the exercise of the Warrants, Certificates and promptly, after clearance of checks received in payment of the per share Exercise Price pursuant to such WarrantsPrice, as set forth in Section 3.04, the Company shall issue to the Holder thereof such number of Warrant Shares to which such Holder is entitled and cause the transfer agent for the Common Stock (the “Transfer Agent”) to countersign and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which the Holder thereof it is entitled, registered or otherwise, to the Person or Persons entitled to receive the same (including any depositary institution so designated by a Holder), together with cash as provided in accordance with the instructions set forth in the election to purchase. The Company covenants that the Warrant Shares which shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company Section 3.06 in respect of the issue thereof. Certificates representing such any fractional Warrant Shares otherwise issuable upon such exercise. Such certificate or certificates shall be delivered by the Warrant Agent in such names deemed to have been issued and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued Person so designated to be named therein shall for all purposes be deemed to have become the a holder of record of the such Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective as of the date of issuance or delivery the surrender of such certificate for Warrant SharesCertificates and payment of the per share Exercise Price, as aforesaid; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Pricedate, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent Company shall be under no duty to deliver any certificate certificates for such Warrant Shares; provided, provided further, however, that the such transfer books of recordbooks, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) 20 calendar days.

Issuance of Warrant Shares. As soon as practicable after the Date of Exercise of any Warrant, the Warrant Agent shall deposit the proceeds received, if any, from the exercise of the Warrants, and promptly, after clearance of checks or receipt of good same day funds by Federal funds wire transfer, received in payment of the Exercise Price pursuant to such Warrants, shall issue a certificate or certificates for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase. The Company covenants that the Warrant Shares which shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such Warrant Shares shall be delivered by the Warrant Agent in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Price, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days.

Issuance of Warrant Shares. As soon as practicable after Subject to Section 3.2, Section 3.4, and Section 5, following the Date surrender of Exercise of any Warrant, the Warrant Agent shall deposit with the proceeds received, if any, from form of election to purchase on the exercise of the Warrantsreverse thereof duly completed and signed, and promptly, after clearance of checks received in provided that payment of the Exercise Warrant Price pursuant has been received, the Company (or if appointed, the warrant agent) shall promptly cause to be issued and delivered to or upon the written order of the Holder and in such Warrantsname or names as the Holder may designate, shall issue a certificate or certificates for the number of full Warrant Shares to which so purchased upon the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase. The Company covenants that the Warrant Shares which shall be issuable upon exercise of the Warrants and paymentsuch Warrant, if anytogether with cash, of the Exercise Price as provided in compliance with this Agreement and the Warrant Certificate shallSection 8, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such any fractional Warrant Shares otherwise issuable upon such exercise. Such Warrant Share certificate or certificates shall be delivered by the Warrant Agent in such names deemed to have been issued and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each any person in whose name any such certificate for Warrant Shares issued so designated to be named therein shall for all purposes be deemed to have become the a holder of record of the such Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Price, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent with the form of election to purchase on the reverse thereof duly completed and signed and payment of the Warrant Price, as aforesaid, shall be under no duty have been received by the Company (or if appointed, to deliver any certificate the warrant agent for the account of the Company), for such Warrant Shares; provided. In the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the tenth Business Day prior to the Expiration Date, furthera new certificate evidencing the unexercised portion of the Warrant will be issued, that and the transfer books of recordwarrant agent (if so appointed) is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates. The Company, unless otherwise whenever required by lawthe warrant agent (if appointed), shall not be closed at any one time will supply the warrant agent with Warrant certificates duly executed on behalf of the Company for a period longer than twenty (20) dayssuch purpose.

Issuance of Warrant Shares. As soon as practicable after the Date of Exercise of any Warrant, The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent shall deposit to the proceeds received, if any, from Holder by crediting the exercise account of the WarrantsHolder’s or its designee’s balance account with DTC through its Deposit or Withdrawal at Custodian system (“DWAC”) if 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 the Holder or (B) the Warrant is being exercised via cashless exercise, and promptlyotherwise by physical delivery of a certificate, after clearance of checks received registered in payment the Company’s share register in the name of the Exercise Price pursuant to such WarrantsHolder or its designee, shall issue a certificate or certificates for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with entitled pursuant to such exercise to the instructions set forth address specified by the Holder in the election Notice of Exercise by the date that is the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to purchasethe Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). The Company covenants that Upon delivery of the Warrant Shares which Notice of Exercise, the Holder shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such Warrant Shares shall be delivered by the Warrant Agent in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued shall deemed for all corporate purposes be deemed to have become the holder of record of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such with respect to which a Warrant Shareshas been exercised, irrespective of the date of issuance or delivery of such certificate for the Warrant Shares; provided, howeverprovided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days of and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, that ifthe Company shall pay to the Holder, at in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the surrender applicable Notice of Exercise), $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 Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the Warrants remain outstanding and payment exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Exercise Price, the transfer books for the Warrant Shares purchasable upon the exercise Notice of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) daysExercise.

Issuance of Warrant Shares. As soon as practicable on or after the Date of Exercise of any WarrantDate, the Warrant Agent shall deposit issue and deliver to the proceeds received, if any, from the exercise of the Warrants, and promptly, after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, shall issue a certificate Registered holder one or more certificates for the number of full Warrant Shares deliverable upon such exercise. No adjustment shall be made to which the Registered Holder thereof is entitledas a result of cash dividends paid by the Corporation prior to the Exercise Date. The Corporation and the Warrant Agent acknowledge that the Corporation will be required to deliver a Prospectus (the Prospectus) that satisfies the requirements of Section 9 of the Securities Act of 1933, registered in accordance as amended (the "1933 Act") with the instructions set forth Warrant shares that are issued in connection with any exercise of the Warrants. The Corporation and the Warrant Agent further acknowledge that the Corporation must have a registration statement (or a post-effective amendment to an existing registration statement) effective under the 1933 Act in order for the Corporation to comply with the Prospectus delivery requirements described in the election to purchasepreceding sentence. The Company Corporation covenants and agrees that to the extent necessary to comply with the requirements of the 1933 Act, the Corporation will file a registration statement (or post-effective amendment to an existing registration statement) and will use its best efforts to cause the same to become effective. The Corporation covenants and agrees that it will advise the Warrant Agent of the status of the Corporation's registration statement under the 1933 Act, and that the Corporation will advise the Warrant Agent immediately if the effectiveness of the Corporation's registration statement should lapse. The Corporation agrees to furnish the Warrant Agent with, and the Warrant Agent agrees to deliver, copies of the Corporation's Prospectus to be delivered with the Warrant Shares upon any exercise of the Warrant. The Corporation agrees to indemnify the Warrant Agent against any and all losses, expenses and liabilities that the Warrant Agent may incur in Connection with the delivery of copies of the Corporation's Prospectus to Registered Holders upon any exercise of the Warrants. The Warrant Agent promptly shall notify the Corporation in writing of any exercise of a Warrant and of the number of Warrant Shares which shall be issuable delivered. The Warrant Agent shill pay to the Corporation on a weekly basis cash in an amount equal to the collected funds that the Warrant Agent has received upon exercise of the Warrants Warrants. The Warrant Agent shall hold any proceeds collected by it and payment, if any, of not yet paid to the Exercise Price Corporation in compliance with this Agreement and the Warrant Certificate shall, pursuant to and a federally insured account. Except as provided in accordance with the terms Section 11 of this Agreement, no fees will be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such Warrant Shares shall be delivered charged by the Warrant Agent in such names to the Corporation or to the Registered Holders for initial administration and denominations as are required for delivery to, or in accordance with issuance of Warrant shares to the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued shall for all purposes be deemed to have become the holder purchasers of record of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting Units in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Price, the transfer books for the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) dayscorporation s public offering.

Issuance of Warrant Shares. As soon as practicable after the Date of Exercise of any WarrantWarrants, the Warrant Agent shall deposit the proceeds received, if any, from the exercise of the Warrants, and promptly, after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, Company shall issue a certificate or certificates for the number of full Warrant Shares to which the Holder thereof of such exercised Warrants is entitled, registered in accordance with the instructions set forth in the election to purchase. The Company covenants that the All Warrant Shares which shall be issuable upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such Warrant Shares shall be delivered by the Warrant Agent in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Holder of such exercised Warrants and the Warrant Agent shall deliver such certificate to such Holder. Each person in whose name any such certificate for Warrant Shares is issued shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Price, the transfer books for the Warrant Shares purchasable or other class of securities issuable upon the exercise of such the Warrants shall be closed, the certificates for the Warrant Shares in respect or of which such Warrants are then exercised other class of securities shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise DeadlineExpiration Date) and until such date the Warrant Agent Company shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books Shares or for such other class of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) dayssecurities.

Issuance of Warrant Shares. As soon as practicable after Subject to the Date provisions of Exercise Section 12 hereof, upon such surrender of any Warrant, the Warrant Agent shall deposit the proceeds received, if any, from the exercise of the Warrants, Warrants and promptly, after clearance of checks received in payment of the Exercise Price pursuant to such WarrantsPrice, the Company shall issue and cause to be delivered (or make other arrangements with similar effect) with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase. The Company covenants that the Warrant Shares which shall be issuable upon the exercise of the such Warrants and payment, if any, of the Exercise Price together with cash as provided in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such Warrant Shares shall be delivered by the Warrant Agent in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Holder. Each person in whose name any such certificate for Warrant Shares issued shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Shares, irrespective of the date of issuance or delivery of such certificate for Warrant SharesSection 16 hereof; provided, however, that ifif any consolidation, at merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (j) of Section 15 hereof, or a bona fide tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as reasonably practicable, but in any event not later than three business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 16 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the transfer books for election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares purchasable issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 11 and of Section 10 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Company shall make all necessary arrangements for the issuance of such Warrant Shares in the name of Cede & Co., or such other nominee as the Depositary may request, and all other customary arrangements applicable to the Common Stock of the Company with the Depositary and, if applicable, any securities exchange. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants Warrants. The Warrant Agent shall be closed, keep copies of this Agreement and any notices given or received hereunder available for inspection by the certificates for the Warrant Shares in respect of which such Warrants are then exercised holders with reasonable prior written notice during normal business hours at its office. The Company shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date supply the Warrant Agent shall be under no duty from time to deliver any certificate for time with such numbers of copies of this Agreement as the Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) daysAgent may request.

Issuance of Warrant Shares. As Subject to Article III, as soon as practicable after the Date of Exercise of any Warrant, the Warrant Agent shall deposit the proceeds received, if any, from the exercise on behalf of the Warrants, Company shall issue and promptly, after clearance of checks received in payment cause to be delivered to or upon the written order of the Exercise Price pursuant to Holder and in such Warrantsname or names as the Holder may designate, shall issue a certificate or certificates for the number of full Warrant Shares to which so purchased upon the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchaseexercise of such Warrant. The Company covenants that the all Warrant Shares which that shall be issuable issued upon exercise of the Warrants and payment, if any, of the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and upon issuance in accordance with the terms of this Agreement, be duly authorized, validly authorized and issued, fully-registered, freely transferable without any restriction, other than restrictions applicable to Persons who may be deemed Affiliates of the Company, free of preemptive rights, fully paid and nonassessable, non-assessable and free from all taxes, liens and charges security interests thereon created by the Company in respect of the issue thereof. Certificates representing such Warrant Shares shall be delivered by the Warrant Agent in such names and denominations as are required for delivery to, or in accordance with the instructions of, the HolderCompany. Each person in whose name any such certificate for Warrant Shares is issued shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented thereby by those certificates on the Date of Exercise of the Warrants resulting in the issuance of such Warrant Sharesshares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; provided, however, that if, at the date of the surrender of such Warrants and payment of the Exercise Warrant Price, the transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares or for shares of such other class of stock in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise DeadlineExpiration Date) and until such date the Warrant Agent Company shall be under no duty to deliver any certificate for such Warrant SharesShares or for shares of such other class of stock; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty three (203) daysBusiness Days.

Issuance of Warrant Shares. As soon as practicable after (i) Upon the Date exercise of Exercise the Warrant Certificate pursuant to the terms of any WarrantSection 2 of the Warrant Certificate, the Warrant Agent shall deposit cause, or shall provide notice to the proceeds receivedCompany in order that the Company shall cause, if any, from the exercise Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the WarrantsHolder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, by the earliest of (1) two Trading Days after the delivery to the Company of the Notice of Exercise, (2) one Trading Day after delivery of the aggregate Exercise Price to the Company, and promptly, after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, shall issue a certificate or certificates for (3) the number of full Trading Days comprising the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). If the Company is then a participant in the Deposit Withdrawal Agent Commission (“DWAC”) system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase. The Company covenants that or resale of the Warrant Shares which shall be issuable upon by Holder or (B) the Warrant is being exercised via cashless exercise pursuant to Section 2(c) of the Warrants and paymentWarrant (a “Cashless Exercise”), if any, of then the Exercise Price in compliance with this Agreement and the Warrant Certificate shall, pursuant to and in accordance with the terms of this Agreement, be validly authorized and issued, fully paid and nonassessable, and free from all taxes, liens and charges created by the Company in respect of the issue thereof. Certificates representing such certificates for Warrant Shares shall be delivered transmitted by the Warrant Agent in such names and denominations as are required for delivery toAgent, or in accordance or, at the direction of the Company, by the Company’s transfer agent, to the Holder by crediting the account of the Holder’s broker with the instructions ofDepositary through its DWAC system. For the avoidance of doubt, if the HolderCompany becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Each person Notwithstanding anything else to the contrary in whose name this Warrant Agreement, except in the case of a Cashless Exercise, if any such certificate for Holder fails to duly deliver payment to the Warrant Shares issued shall for all purposes be deemed Agent of an amount equal to have become the holder of record aggregate Exercise Price of the Warrant Shares represented thereby on the Date of Exercise of the Warrants resulting in the issuance to be purchased upon exercise of such Hxxxxx’s Warrant Sharesby the Warrant Share Delivery Date, irrespective of the date of issuance or delivery of such certificate for Warrant Shares; providedAgent, however, that ifor, at the date direction of the surrender Company, by the Company’s transfer agent, will not obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such Warrants payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one day for each day (or part thereof) until such payment of the Exercise Price, the transfer books for is delivered to the Warrant Shares purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Exercise Deadline) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) daysAgent.