Common use of Mechanics of Exercise Clause in Contracts

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at any time or times on or after the Original Issue Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise Notice"), of the Holder's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price") in cash by wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Date, date hereof in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant, (ii) delivery of this Warrant (provided that the Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder if such Holder delivers a copy of this Warrant, together with a lost document affidavit and other documentation required by Section 7(b) below), and (iiiii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver the original Warrant Exercise (as defined in order to effect an exercise hereunderSection 1(d)). Execution and delivery by the Holder of the an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of be deemed to be a request by such Holder to cancel the original Warrant and issuance of issue a new Warrant evidencing the right to purchase the remaining number of Warrant Shares, which request shall be satisfied by the Company pursuant to Section 7(d) below. On or before the first second (1st2nd) Trading Business Day following the date on which the Company has received each of the Exercise Notice, the Warrant and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian systemAgent Commission system which balance account shall be specified in the Exercise Notice, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeDelivery Documents or notification to the Company of a Cashless Exercise referred to in Section 1(d), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercisesuch exercise as specified in the Exercise Notice, then the Company shall as soon as practicable and in no event later than three five (35) Trading Business Days after any such exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercisedexercised as specified in the Exercise Notice. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(g)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Vesting Date, in whole or in part, by (i) delivery to the Company of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) (A) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price (as defined below) multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the "“Aggregate Exercise Price"”) in cash by or via wire transfer of immediately available funds, or (B) funds if the provisions of Section 3(e) are applicable, by notifying Holder did not notify the Company in such Exercise Notice that this Warrant is being exercised the exercise was made pursuant to a Cashless ExerciseExercise (as defined in Section 1(e)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of the an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. Notwithstanding the foregoing, if all or before any portion of this Warrant is cancelled, the first Holder will promptly deliver this Warrant to the Company upon request (1stand in exchange for a replacement Warrant in the event of partial cancellation as provided herein). Promptly, and in any event with in three (3) Trading Day following the date on which the Company has received the Days, after receipt of fully-completed and executed Exercise Notice, together with the Aggregate Exercise Price if applicable, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Notice, in the form attached hereto as Exhibit B, to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Day following the date on which , unless the Company has received the Exercise Noticeis acting as its own transfer agent, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such dateand, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered)further, the Company shall (X) provided that if the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and the shares of Common Stock to be delivered upon exercise of this Warrant will not be stamped or imprinted with the restricted legend set forth in Section 8(a), upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Deposit/ Withdrawal At at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or the shares of Common Stock to be delivered upon exercise of this Warrant will be stamped or imprinted with the restricted legend set forth in Section 8(a), issue and dispatch by overnight courier deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, to any designee of the Holder to whom the Holder is permitted to transfer this Warrant, or any agent thereof, in each case to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designeesuch designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the executed Exercise NoticeNotice and payment of the Aggregate Exercise Price if applicable, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, Shares (as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised). No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written noticenotice (which may be by facsimile or email), in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or funds (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless “Cash Exercise”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery ; provided, that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is surrendered to the Company by the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice. Within one (1) Trading Day following the date of exercise as aforesaid, the Holder shall deliver the Aggregate Exercise Price for the shares specified in the applicable Exercise Notice with respect to less than all by wire transfer or cashier’s check drawn on a United States bank. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required, except as may be required by the Warrant Shares shall have Company’s transfer agent for the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant SharesCommon Stock (“Transfer Agent”). On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by email or facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and Holder. The Company shall deliver any objection to the Company's transfer agent (the "Transfer Agent"). On Exercise Notice on or before the third first (3rd1st) Trading Day following the date on which the Company has received the Exercise Notice. In the event of any discrepancy or dispute, so long as the Holder delivers records of the Aggregate Exercise Price Company shall be controlling and determinative in the absence of manifest error. On or before the earlier of (or notice of a Cashless Exercisei) on or prior to the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date on which the Holder has delivered to the Company has received the a duly completed and executed Exercise Notice (the "“Share Delivery Date"”) (provided that if and the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered)Price, the Company shall (X) provided that the or its Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Programshall, credit upon the request of the Holder, issue and register such aggregate number of Warrant Shares 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 At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's share register book-entry form in the name of such Holder thereof in accordance with the Holder or its designee, for the number of Warrant Shares instructions delivered to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to by the issuance of Warrant Shares via DTC, if anyCompany. Upon delivery of the Exercise NoticeNotice and the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the book-entry accounts evidencing such Warrant Shares are credited Shares. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Principal Market with respect to the Holder's DTC account or Common Stock as in effect on the date of delivery of the certificates evidencing such Warrant Shares, as the case may beExercise Notice. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three ten (310) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable based on the income of the Holder or in respect of any transfer involved in the registration of any book-entry accounts for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof. If the Company shall fail for any reason or for no reason to issue and deliver register the Warrant Shares in accordance with the terms Holder’s account for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant, then the Holder shall be entitled, but not required, to rescind the applicable previously submitted Exercise Notice and subject the Company or the Transfer Agent shall return all consideration paid by Holder for such shares upon such rescission. Notwithstanding anything herein to the conditions hereof are absolute and unconditionalcontrary, irrespective of the Company shall not be required to make any action or inaction by cash payments to the Holder to enforce in lieu of issuance of the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationWarrant Shares.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 9), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written noticenotice (including via email or fax), in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant to the Company and, so long as the Requisite Holders have approved the form, terms and conditions of a warrant agency agreement, the Warrant Agent, and (ii) if the Holder is not electing a Cashless Exercise (Aas defined below) pursuant to Section 1(c) of this Warrant, payment to the Company or the Warrant Agent of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or funds (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless “Cash Exercise”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery , provided that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, the Exercise Notice with respect Holder shall surrender this Warrant to less than all of the Warrant Shares shall have Agent by the same effect third (3rd) Trading Day following the Share Delivery Date (as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Sharesdefined below). On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by email or facsimile an acknowledgment acknowledgement of confirmation of receipt of the Exercise Notice to the Holder and the Warrant Agent. No ink original or medallion guarantee shall be required on any Exercise Notice. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Company's ’s transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as to the Holder delivers by crediting the Aggregate Exercise Price (account of the Holder’s or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system ("DTC"“DWAC”) Fast Automated Securities Transfer Program, credit if the Company is then a participant in such aggregate number system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to which or resale of the Warrant Shares by the Holder is entitled or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrant), and otherwise by physical delivery of a certificate or copy of book-entry form representing such exercise to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificateshares, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise, by the date that is the earlier of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Share Delivery Date”), provided that, except in the case of a cashless exercise of the Warrant, the Company or the Warrant Agent shall have received the aggregate Exercise Price payable by the Holder for the Warrant Shares purchased hereunder on or prior to the applicable Share Delivery Date. If the Company fails for any reason (other than failure to receive any applicable aggregate Exercise Price) to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average of the Common Stock on the date of the 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 as provided in the next sentence, provided that Holder shall not be entitled to any liquidated damages pursuant to this sentence if Holder is entitled to a cash payment in accordance with the provisions set forth in the next paragraph in connection with a Buy-In. Any payments made pursuant to this Section 1(a) shall not constitute the Holder’s exclusive remedy for such events; provided, however, that any payments made by the Company pursuant to this Section 1(a) shall reduce the amount of any damages that the Holder may be entitled to as a remedy for such events. If the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to this Section 1(a) by the Share Delivery Date, then the Holder will have the right to rescind such exercise. The Company shall be responsible for all fees agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and expenses exercisable. Upon delivery of the Transfer Agent and all fees and expenses with respect Exercise Notice, so long as the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the issuance of Warrant Shares via DTC, if any. Upon Agent on or before the first (1st) Trading Day following delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to issued and deposited into the Holder's DTC ’s account or with the date of delivery of the certificates evidencing such Warrant Shares, as the case may beTransfer Agent. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company Warrant Agent shall as soon as practicable and in no event later than three two (32) Trading Days after any exercise and at its the Company’s own expense, issue a new Warrant (in accordance with Section 8(e)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable based on the income of the Holder or in respect of any transfer involved in the registration of any certificates or book-entry notation for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations Holder shall be responsible for all other tax liability that may arise as a result of transferring this Warrant. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to issue and deliver deposit into the Holder’s account with the Transfer Agent such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise pursuant to an exercise on or before the Share Delivery Date, and if after such Share Delivery Date the Holder is required by its broker to purchase (in accordance with an open market transaction or otherwise) or the terms and subject Holder’s brokerage firm otherwise purchases, shares of Common Stock to the conditions hereof are absolute and unconditional, irrespective deliver in satisfaction of any action or inaction a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to enforce the sameHolder the amount, any waiver if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In (the “Buy-In Price”) exceeds (y) the amount obtained by multiplying (1) the number of shares of Common Stock purchased in such Buy-In by (2) the price at which the sell order giving rise to such Buy-In was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or consent deliver to Holder the number of shares of Common Stock that would have been issued had the Company timely complied with respect its exercise and delivery obligations hereunder (in which case, if Holder has not previously delivered to any provision hereofthe Company the aggregate Exercise Price for such shares of Common Stock, Holder shall be required to deliver such aggregate Exercise Price to the recovery Company prior the delivery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationsuch shares of Common Stock) .

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Issuance Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, funds (a “Cash Exercise”) or (B) if the provisions of conditions for Cashless Exercise (as defined in Section 3(e1(c)) set forth in Section 1(c) are applicablesatisfied, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (the items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise NoticeDelivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent for the Common Stock (the "“Transfer Agent"”). On The Company shall deliver any objection to the Exercise Delivery Documents on or before the third (3rd) second Trading Day following the date on which the Company has received all of the Exercise Notice, so long as Delivery Documents. On or before the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) third Trading Day following the date on which the Company has received all of the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that cause the Transfer Agent is participating to register by book entry, as described in The Depository Trust Company ("DTC"Section 1(h) Fast Automated Securities Transfer Programbelow, credit such aggregate number the transfer and delivery of the Warrant Shares issuable to which the Holder is entitled pursuant upon such exercise and deliver to the Holder an Ownership Notice (as defined in Section 1(h)) relating to such exercise to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if anyShares. Upon delivery of the Exercise NoticeDelivery Documents to the Company, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date registration of such Warrant Shares are credited to in the Holder's DTC account ’s name or the date of delivery of the certificates evidencing such Warrant Shares, as the case may beOwnership Notice in respect thereof to Holder. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise such submission and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer taxes which and other expenses of the Company and the Holder(s) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares in accordance with upon exercise hereof. All Warrant Shares issued upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and subject to the conditions hereof are absolute and unconditionalnon-assessable, irrespective issued without violation of any action preemptive or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery similar rights of any judgment against any Person or any action to enforce stockholders of the same, or any setoff, counterclaim, recoupment, limitation or terminationCompany and free and clear of all liens.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue thirtieth (30th) day after the Issuance Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash or by wire transfer of immediately available funds, funds or (B) if provided the provisions of conditions for cashless exercise set forth in Section 3(e1(d) are applicablesatisfied, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st1st ) Trading Business Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt each of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on (collectively, the “Exercise Delivery Documents”), the Company shall transmit by facsimile or prior electronic mail an acknowledgment of receipt of the Exercise Delivery Documents to the second Holder and Continental Stock Transfer & Trust Company (2ndthe Company’s “Transfer Agent”). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall cause the Shares to be issued in the name of and delivered to the Holder (Xi) provided written confirmation that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's share register have been issued in the name of the Holder or its designeeHolder, for and (ii) a new warrant of like tenor to purchase all of the number of Warrant Shares to which the Holder is entitled that may be purchased pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTCportion, if any. Upon delivery , of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to not exercised by the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in part, by (i) delivery of a written noticenotice (including via email), in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant to the Company, and (ii) if the Holder is not electing a Cashless Exercise (Aas defined below) pursuant to Section 1(d) of this Warrant, payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or funds (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless “Cash Exercise”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery , provided, that in the event of the Exercise Notice with respect to less than an exercise of this Warrant for all of the Warrant Shares then issuable hereunder, the Holder shall have surrender this Warrant to the same effect Company by the third (3rd) Trading Day following the Share Delivery Date (as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Sharesdefined below). On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile email an acknowledgment acknowledgement of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent")Holder. On No ink original or before the third (3rd) Trading Day following the date medallion guarantee shall be required on which the Company has received the any Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the . The Company shall (X) provided that cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent is participating in to the Holder by (x)(i) crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system ("DTC"or any equivalent or replacement system) Fast Automated Securities Transfer Programif the Company is then a participant in such system and if the Warrant Shares may be so delivered, credit such aggregate number and (ii) either (with respect to the Common Stock) (A) there is an effective registration statement permitting the issuance of the Warrant Shares to which or resale of the Warrant Shares by the Holder is entitled or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to such exercise to Rule 144 (assuming Cashless Exercise of the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian systemWarrant), or (Yy) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch otherwise by overnight courier to the address as specified in the Exercise Notice, physical delivery of a certificatecertificate or copy of book-entry form representing such shares, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Exercise Notice, by the date that is the earlier of (i) two (2) Trading Days after the delivery to the Company of the Exercise Notice, and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Exercise Notice (such date, the “Share Delivery Date”), provided, that, except in the case of a Cashless Exercise of the Warrant, the Company shall have received the Aggregate Exercise Price payable by the Holder for the Warrant Shares purchased hereunder on or prior to the applicable Share Delivery Date. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than two (2) Trading Days after any exercise and at the Company’s own expense, issue a new Warrant (in accordance with Section 8(e)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. The Company shall be responsible for all fees and expenses of the Transfer Agent pay any and all fees and expenses taxes that may be payable with respect to the issuance and delivery of Warrant Shares via DTC, if anyupon exercise of this Warrant. The Company agrees that the Transfer Agent shall at all times be a participant in the FAST program (or any equivalent or replacement program) so long as this Warrant remains outstanding and exercisable. Upon delivery of the Exercise Notice, so long as the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the Company on or before the first (1st) Trading Day following delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited issued and deposited into the Holder’s account with the Transfer Agent. If the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the Holder's DTC account or Company any time after the date of first (1st) Trading Day following delivery of the certificates evidencing such Warrant SharesExercise Notice, as the case may be. If this Warrant is submitted in connection with any exercise pursuant Holder shall be deemed for all corporate purposes to this Section 3(b) and have become the number holder of Warrant Shares represented by this Warrant submitted for exercise is greater than record of the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon has been exercised on the exercise date of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationAggregate Exercise Price.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) if (A) a registration statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”), is effective and available for the issuance of the Warrant Shares, or an exemption from registration under the Securities Act is available for the issuance of the Warrant Shares, payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, funds (a “Cash Exercise”) or (B) if the provisions of Section 3(e1(d) are applicable, by notifying the Company that available and this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery of ; provided, however, that in the Exercise Notice with respect to less than all of the event that this Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase is exercised in full or for the remaining number of unexercised portion hereof, the Holder shall deliver this Warrant Sharesto the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice (the date upon which the Company has received the Exercise Notice, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent for the Common Stock (the "“Transfer Agent"”). The Company shall deliver any objection to the Exercise Notice on or before the first Trading Day following the date on which the Company has received the Exercise Notice. On or before the third (3rd) second Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "“Share Delivery Date"”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) ), if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise such submission and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of transferring this Warrant or Warrant Shares in accordance with the terms and subject upon exercise hereof to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereofa third party. While this Warrant remains outstanding, the recovery of any judgment against any Person or any action to enforce Company shall maintain a transfer agent that participates in the same, or any setoff, counterclaim, recoupment, limitation or terminationDTC Fast Automated Securities Transfer Program.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(g)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Vesting Date, in whole or in part, by (i) delivery to the Company of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) (A) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price (as defined below) multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the "“Aggregate Exercise Price"”) in cash by or via wire transfer of immediately available funds, or (B) funds if the provisions of Section 3(e) are applicable, by notifying Holder did not notify the Company in such Exercise Notice that this Warrant is being exercised the exercise was made pursuant to a Cashless ExerciseExercise (as defined in Section 1(e)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of the an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. Notwithstanding the foregoing, if all or before any portion of this Warrant is cancelled, the first Holder will promptly deliver this Warrant to the Company upon request (1stand in exchange for a replacement Warrant in the event of partial cancellation as provided herein). Promptly, and in any event with in three (3) Trading Day following the date on which the Company has received the Days, after receipt of fully-completed and executed Exercise Notice, together with the Aggregate Exercise Price if applicable, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Notice, in the form attached hereto as Exhibit B, to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Day following the date on which , unless the Company has received the Exercise Noticeis acting as its own transfer agent, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such dateand, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered)further, the Company shall (X) provided that if the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Deposit/ Withdrawal At at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, to any designee of the Holder to whom the Holder is permitted to transfer this Warrant, or any agent thereof, in each case to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designeesuch designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the executed Exercise NoticeNotice and payment of the Aggregate Exercise Price if applicable, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Holder may surrender this Warrant to the Company, whereupon the Company shall as soon as practicable and promptly, but in no event later than three five (35) Trading Days Business Days, after any such exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in this Section 1), this Warrant may be exercised by the Holder at any time or times on or after the Original Issue DateHolder, in whole or in part, at any time on or after the Issuance Date by delivery (iwhether via e-mail, facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice")”) to the Company or the Warrant Agent, of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price") in cash by wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseWarrant. The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of the an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate and issuance of a new Warrant certificate evidencing the right to purchase receive the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate after delivery of the Warrant Shares in accordance with the terms hereof. The Company or the Warrant Agent shall maintain records showing the number of Warrant Shares as to which this Warrant was exercised and the date of such exercise. The Company or the Warrant Agent shall deliver any objection to any Notice of Exercise form within 2 Business Days of receipt of the applicable Notice of Exercise. On or before the first (1st) Trading Day following the date on which the Company has received the an Exercise Notice, the Company shall transmit by e-mail or facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Notice form attached hereto as Exhibit B, to the Holder and the Company's transfer agent (the "Transfer Warrant Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the such Exercise Notice (such date is referred to herein as the "Share “Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall shall, (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and (II) either a registration statement for the issuance to the Holder of the applicable Warrant Shares to be issued pursuant to such Exercise Notice is effective and the prospectus contained therein is usable or such Warrant Shares to be so issued are otherwise freely tradable, cause the Warrant Agent to credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Deposit/Withdrawal At at Custodian system, or (Y) if either of the Transfer Agent is immediately preceding clauses (I) or (II) are not participating in the DTC Fast Automated Securities Transfer Programsatisfied, issue and dispatch deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designeedesignee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Upon the date on which the Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the has received such Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, Shares (as the case may be); provided, however, that if the date of such receipt is a date upon which the Common Stock transfer books of the Company are closed, such Holder shall be deemed to have become the record holder of such shares on, the next succeeding day on which the Common Stock transfer books of the Company are open. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase receive the number of Warrant Shares issuable under this Warrant immediately prior to such exercise under this Warrantexercise, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times from time to time on or after the Original Issue Issuance Date, in whole or in part, by delivery (iwhether via facsimile, electronic mail or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and Warrant. Within one (ii1) (A) Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price") ”), in cash by wire transfer of immediately available fundsfunds or, or (B) if the provisions of Section 3(e1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunderExercise (as defined below). Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant SharesShares and the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Exercise Notice is delivered to the Company. On or before the first (1st) Trading Day following the date on which the Company Holder has received delivered the applicable Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice Notice, in the form attached to the Exercise Notice, to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the second first (2nd1st) Trading Day following the date on which the Company Exercise Notice has received been delivered to the Company, then on or prior to 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 Exercise Notice (has been delivered to the "Share Delivery Date") (provided that Company, or, if the Aggregate Exercise Price has Holder does not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after deliver the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivereddelivered (such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Shares pursuant to this Section 1(a), the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram (“FAST”), 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 Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's ’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to an exercise prior to the Holder’s delivery of the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) with respect to such exercise.

Mechanics of Exercise. Subject to the terms and conditions hereof, this This Warrant may be exercised by the Holder at any time or times on or after the Original Issue Date, in whole or in part, part at any time during the Exercise Period by (i) delivery of the following to the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (a) a written notice, duly executed and completed Notice of Exercise in the form attached hereto as Exhibit A (the "Exercise Notice"), of the Holder's election to exercise this Warrant hereto; and (iib) if the Holder is not electing a Cashless Exercise (Aas defined below) to the extent permitted pursuant to Section 2.2 below, payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Exercise Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash cash, by check or wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, funds to an account designated by notifying the Company (a “Cash Exercise”). All payments hereunder shall be made in U.S. Dollars. The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder, provided that in the event of an exercise of this Warrant for all Exercise Shares then issuable hereunder, this Warrant is surrendered to the Company by the second (2nd) Trading Day (as defined below) following the date on which the Company has received each of (i) the Notice of Exercise and, if this Warrant is being exercised pursuant to a Cashless Cash Exercise. The Holder shall not be required to deliver , the original Warrant in order to effect an exercise hereunder. Execution and delivery of Aggregate Exercise Price (collectively, the “Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant SharesDelivery Documents”). On or before the first (1st) Trading Day following the date on which the Company has received the Exercise NoticeDelivery Documents, the Company shall transmit by email or facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent for the Common Stock (the "“Transfer Agent"”). The Company shall deliver any objection to the Exercise Delivery Documents on or before the first (1st) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. In the event of any discrepancy or dispute, the records of the Company shall be controlling and determinative in the absence of manifest error. On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that shall, upon the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Programrequest of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program (the “FAST Program”) or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Exercise Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Exercise Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Exercise Shares, as the case may be. If this Warrant is submitted to the Company in connection with any an exercise pursuant to this Section 3(b) and the number of Warrant Exercise Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Exercise Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three five (35) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Exercise Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Exercise Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued The Holder shall be rounded up to the nearest whole number. The Company shall pay any and responsible for all taxes which other tax liability that may be payable with respect to the issuance and delivery arise as a result of holding or transferring this Warrant or receiving Exercise Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Issuance Date, in whole or in part, by delivery (iwhether via facsimile or otherwise) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant, by submitting information including the then-applicable Exercise Price, number of Warrant Shares purchased equal to or lower than the then-applicable number of Warrant Shares (collectively, the “Exercise Information”). The Holder does not guarantee the accuracy of the then-applicable Exercise Price and the inaccuracy of the then-applicable Exercise Price on the Exercise Notice shall not render the Exercise Notice invalid. Within one (ii1) (A) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the "“Aggregate Exercise Price"”) in cash by or via wire transfer of immediately available fundsfunds if not, or (B) if subject to the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise1(d). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of the an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first second (1st2nd) Trading Day following the date on which the Company has received an Exercise Notice, upon checking that the Exercise NoticeInformation supplied by the Holder is accurate, the Company shall transmit by facsimile or email an acknowledgment of confirmation of receipt of such Exercise Notice, in the Exercise Notice form attached hereto as Exhibit B, to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice and, in the Exercise Notice, so long as event that the Holder delivers has chosen to exercise in cash, the receipt of the payment of the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Deposit/Withdrawal At at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch mail to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designeedesignee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of an Exercise Notice and in the event that the Holder has chosen to exercise in cash, the Company’s receipt of the payment of the Aggregate Exercise NoticePrice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the total number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired by the Holder upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three five (35) Trading Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall will from time to time promptly pay any and all taxes which and charges that may be payable with imposed upon the Company in respect to of the issuance and or delivery of Warrant Shares shares of Common Stock upon the exercise of this Warrant. The Company's obligations , but the Company shall not be obligated to issue and deliver pay any transfer taxes in respect of this Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationsuch shares.

Mechanics of Exercise. Subject to the terms and conditions hereof, this This Warrant may be exercised by the Holder at any time or times on or after the Original Issue Dateholder hereof, in whole or in part, by (i) delivery the surrender of a written notice, in this Warrant and the form Notice of Exercise attached hereto as Exhibit A (the "Exercise Notice"), duly completed and executed on behalf of the Holder's election to exercise this Warrant and (ii) (A) payment to holder hereof, at the principal office of the Company together with payment in full of an amount equal the Warrant Price then in effect with respect to the applicable Exercise Price multiplied by the number of shares of Warrant Shares Stock as to which this the Warrant is being exercised. This Warrant shall be deemed to have been exercised (immediately prior to the "Aggregate Exercise Price") close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable on or after such date, and in cash by wire transfer of immediately available fundsany event with 3 business days, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to in part, the Company at its expense will execute and deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing of like tenor exercisable for the right to purchase the remaining number of shares for which this Warrant Sharesmay then be exercised. On If (1) a certificate representing the Warrant Stock is not delivered to the holder within three (3) Business Days of the due exercise of this Warrant by the holder and (2) prior to the time such certificate is received by the holder, the holder, or before any third party on behalf of the first holder or for the holder’s account, purchases (1stin an open market transaction or otherwise) Trading Day following shares of Common Stock to deliver in satisfaction of a sale by the date holder of shares represented by such certificate (a “Buy-In”), then the Company shall pay in cash to the holder (for costs incurred either directly by such holder or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such holder as a result of the sale to which such Buy-In relates. The holder shall provide the Company has received written notice indicating the Exercise Noticeamounts payable to the holder in respect of the Buy-In. Notwithstanding anything herein to the contrary, the Company shall transmit by facsimile an acknowledgment not effect any exercise of confirmation this Warrant, and a Purchaser shall not have the right to exercise any portion of receipt this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Intent to Exercise, the Purchaser (together with the Purchaser’s Affiliates, and any other person or entity acting as a group together with the Purchaser or any of the Exercise Notice to Purchaser’s Affiliates), would beneficially own in excess of the Holder and the Company's transfer agent Beneficial Ownership Limitation (the "Transfer Agent"as defined below). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 For purposes of the Holder or its designeeforegoing sentence, for the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant has been exercised, irrespective beneficially owned by the Purchaser or any of its Affiliates and (B) exercise or conversion of the date such Warrant Shares are credited unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the Holder's DTC account limitation contained herein beneficially owned by the Purchaser or any of its affiliates. Except as set forth in the date preceding sentence, for purposes of delivery this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the certificates evidencing Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Purchaser that the Company is not representing to the Purchaser that such calculation is in compliance with Section 13(d) of the Exchange Act and the Purchaser is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether this Warrant Sharesis exercisable (in relation to other securities owned by the Purchaser together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Purchaser, and the submission of a Notice of Exercise shall be deemed to be the Purchaser’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Purchaser together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Purchaser may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent periodic or annual report, as the case may be. If this Warrant is submitted in connection with , (y) a more recent public announcement by the Company or (z) any exercise pursuant to this Section 3(b) and other notice by the Company or the Company’s Transfer Agent setting forth the number of Warrant Shares represented by this Warrant submitted for exercise is greater than shares of Common Stock outstanding. Upon the written or oral request of a Purchaser, the Company shall within two Trading Days confirm orally and in writing to the Purchaser the number of Warrant Shares being acquired upon an exerciseshares of Common Stock then outstanding. In any case, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior outstanding shares of Common Stock shall be determined after giving effect to such the conversion or exercise under of securities of the Company, including this Warrant, less by the Purchaser or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon shares of the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect Common Stock outstanding immediately after giving effect to the issuance and delivery of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant. The Company's obligations to issue provisions of this paragraph shall be construed and deliver Warrant Shares implemented in accordance a manner otherwise than in strict conformity with the terms and subject of this Section 6 to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person correct this paragraph (or any action portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to enforce the same, make changes or any setoff, counterclaim, recoupment, limitation supplements necessary or terminationdesirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Sections 1(f) and (g)), this Warrant may be exercised by the Holder at any from time or times to time on or after the Original Issue Initial Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received each of the Exercise NoticeNotice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and so long as the certificates therefor are not required to bear a legend pursuant to Section 5(c) of the Securities Purchase Agreement, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian systemAgent Commission System, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company , which certificate shall be responsible for all fees and expenses not bear any restrictive legend unless the certificate is required to bear such a legend pursuant to Section 5(c) of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if anySecurities Purchase Agreement. Upon delivery of the Exercise NoticeNotice and Aggregate Exercise Price referred to in clause (ii)(A) above or notification to the Company of a Cashless Exercise referred to in Section 1(d), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account account, or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Original Issue Issuance Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third earlier of (3rdi) 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 Company has received Holder delivers the Exercise NoticeNotice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "“Share Delivery Date"”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and (A) the Warrant Shares are subject to an effective registration statement in favor of the Holder or (B) if exercised via Cashless Exercise, at a time when Rule 144 would be available for resale of the Warrant Shares by the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier Program or (A) the Warrant Shares are not subject to the address as specified an effective registration statement in the Exercise Notice, a certificate, registered in the Company's share register in the name favor of the Holder or its designeeand (B) if exercised via Cashless Exercise, at a time when Rule 144 would not be available for resale of the Warrant Shares by the Holder, deliver to the Holder, book entry statements evidencing the Warrant Shares, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Trading Day prior to the Issuance Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 12:00 p.m. (New York City time) on the Issuance Date and the Issuance Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the Aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates book entry statements evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's ’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding the foregoing in this Section 1(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 1(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply. For purposes of Regulation SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions) shall be deemed to have exercised its interest in this Warrant upon instructing its broker that is a DTC Participant to exercise its interest in such Warrant, provided that in each such case payment of the applicable Aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) trading day and (ii) the number of trading days comprising the Standard Settlement Period, in each case following such instruction.

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised by the Holder in whole or in part at any time or times on or after during the Original Issue Date, in whole or in part, Exercise Period by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“ Exercise Notice"Notice ”), of the Holder's ’s election to exercise this Warrant, to the Company or the Company’s transfer agent. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second calendar day (the “ Warrant Share Delivery Date ”) following the date on which the Holder has delivered the Exercise Notice to the Company or the Company’s transfer agent, and (ii) (A) upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the "“ Aggregate Exercise Price"Price ” and together with the Exercise Notice, the “ Exercise Delivery Documents ”) in cash or by wire transfer of immediately available fundsfunds (or by cashless exercise, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder in which case there shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the no Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is deliveredprovided), the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective non-stale registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares are without any limitation, the Holder may elect to be issued upon receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the exercise value of this WarrantWarrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, but rather in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Warrant Shares to be issued shall be rounded up to Holder. Y = the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery number of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by that the Holder elects to enforce purchase under this Warrant (at the same, any waiver or consent with respect to any provision hereof, date of such calculation). A = the recovery Market Price (at the date of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationsuch calculation).

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Original Issue Issuance Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third earlier of (3rdi) 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 Company has received Holder delivers the Exercise NoticeNotice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "“Share Delivery Date"”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and (A) the Warrant Shares are subject to an effective registration statement in favor of the Holder or (B) if exercised via Cashless Exercise, at a time when Rule 144 would be available for resale of the Warrant Shares by the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier Program or (A) the Warrant Shares are not subject to the address as specified an effective registration statement in the Exercise Notice, a certificate, registered in the Company's share register in the name favor of the Holder or its designeeand (B) if exercised via Cashless Exercise, at a time when Rule 144 would not be available for resale of the Warrant Shares by the Holder, deliver to the Holder, book entry statements evidencing the Warrant Shares, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Trading Day prior to the Issuance Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 12:00 p.m. (New York City time) on the Issuance Date and the Issuance Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates book entry statements evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's ’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding the foregoing in this Section 1(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 1(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply. For purposes of Regulation SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions) shall be deemed to have exercised its interest in this Warrant upon instructing its broker that is a DTC Participant to exercise its interest in such Warrant, provided that in each such case payment of the applicable aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) trading day and (ii) the number of trading days comprising the Standard Settlement Period, in each case following such instruction.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Original Issue DateHolder, in whole or in part, by (i) delivery of by facsimile with a confirmatory written noticenotice by overnight delivery, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and Warrant, (ii) delivery of a signed letter substantially in the form attached hereto as Exhibit B (Athe “Recertification Letter”), and (iii)(A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading second Business Day following the date on which the Company has received each of the Exercise Notice, the Recertification Letter and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall shall, subject to applicable law (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Class A Common Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Class A Common Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeNotice and Aggregate Exercise Price referred to in clause (iii)(A) above or notification to the Company of a Cashless Exercise referred to in Section 1(d), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Class A Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Class A Common Shares to be issued shall be rounded up to the nearest whole number. The If a Holder exercises a Warrant, the Company shall pay any and all transfer, stamp or similar taxes which may be payable with respect or duties related to the issuance and issue or delivery of Warrant Class A Common Shares upon exercise of this Warrantsuch exercise. In addition, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder’s name. The Company's obligations Transfer Agent may refuse to issue and deliver Warrant the certificate representing the Class A Common Shares being issued in accordance with a name other than the terms and subject Holder’s name until the Transfer Agent receives a sum sufficient to pay any tax which will be due because such shares are to be issued in a name other than the conditions hereof are absolute and unconditional, irrespective of Holder’s name. Nothing herein shall preclude any action tax withholding required by law or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationregulation.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at any time or times on or after the Original Issue DateHolder, in whole or in part, at any time during the Exercise Period by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash or by wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required Exercise (as defined in Section 1(d)), and (iii) delivery to deliver the original Company of this Warrant (or an indemnity and evidence with respect to this Warrant in order to effect an exercise hereunderthe case of its loss, theft, mutilation or destruction, as provided in Section 7(c)). Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first third (1st3rd) Trading Business Day following the date on which the Company has received the Exercise Notice, the Aggregate Exercise Price (or notice of a Cashless Exercise) and this Warrant (or an indemnity and evidence with respect to this Warrant in the case of its loss, theft, mutilation or destruction, as provided in Section 7(c)) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, which balance account shall be specified in the Exercise Notice, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Upon receipt by the Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue DateExercisability Date until after 11:59 p.m., New York time, on the Expiration Date (as defined below), in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise Notice"), of the Holder's election to exercise this Warrant and Warrant. Within two (ii2) (A) days following the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price") in cash or by wire transfer of immediately available funds, or (B) if provided the provisions of conditions for cashless exercise set forth in Section 3(e1(d) are applicablesatisfied, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses 1Insert a number of shares equal to 100% of the Transfer Agent and all fees and expenses with respect to number of shares of Common Stock purchased under the issuance of Warrant Shares via DTC, if anyRegistration Statement. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Notwithstanding anything to the contrary herein, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise (as defined in Section 1(d), the Company's obligations ’s failure to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective Holder shall not be deemed to be a breach of any action or inaction by this Warrant if the Holder Company has not received the Aggregate Exercise Price pursuant to enforce the same, any waiver or consent with respect to any provision hereof, the recovery requirements of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationthis Section 1(a).

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash or by wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but shall deliver the original Warrant to the Company promptly following such exercise. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received each of the Exercise NoticeNotice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (subject to adjustment in accordance herewith)), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise Notice"), of the Holder's election to exercise this Warrant and (ii) (Aii)(A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price") in cash or by wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver the original Warrant Exercise (as defined in order to effect an exercise hereunderSection 1(c)). Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first second (1st2nd) Trading Business Day following the date on which the Company has received the Exercise NoticeNotice (or notice of a Cashless Exercise) (the "Exercise Delivery Documents"), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise NoticeDelivery Documents, so long as but subject to the Holder delivers prior receipt by the Company of the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such 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 Direct Registration System, or if the Warrant Shares will not bear a restrictive legend contemplated by Section 13(b) hereof, the Deposit / Withdrawal At Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION a certificate, registered in the Company's share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees Holder acknowledges and expenses of the Transfer Agent and all fees and expenses with respect agrees that to the issuance of extent it elects to exercise this Warrant other than pursuant to a Cashless Exercise, the certificate or book entry evidencing such Warrant Shares via DTC, if anydelivered upon such exercise will be bear the restrictive legend contemplated by Section 13(b) and be subject to restrictions on resale under applicable securities law. Upon delivery of the Exercise NoticeDelivery Documents and, if applicable, the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three five (35) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d) ) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations ; provided, however, that the Company shall not be required to issue and deliver pay any tax that may be payable in respect of any transfer involved in the registration of Warrants or Warrant Shares in accordance with a name other than that of the terms Holder. It is understood and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction agreed by the Holder to enforce the same, any waiver that Holder shall be responsible for all other tax liabilities that may arise as a result of holding or consent with respect to any provision hereof, the recovery of any judgment against any Person transferring this Warrant or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationreceiving Warrant Shares upon exercise thereof.

Mechanics of Exercise. i. Subject to the terms and conditions hereofprovisions of Section 1(f) herein, this exercise of the purchase rights represented by each Warrant may be exercised by the Holder made, in whole or in part, at any time or times on or after the Original Issue Date, in whole Issuance Date and on or in part, before the Expiration Date by (ix) in the case of Warrants represented by a Warrant Certificate that is not a Global Warrant, delivery to the Company pursuant to Section 9 hereof of a written notice, duly executed copy (or e-mail attachment) of the Exercise Notice in the form attached hereto as Exhibit A (the "“Exercise Notice")”) or (y) in the case of Global Warrants, complying with the applicable procedures of the Holder's election Depositary. The date on which such applicable requirements are complied with is an “Exercise Date.” If (and only if) Cash Exercise is applicable to such exercise this pursuant to Section 1(d) below, the Holder shall deliver the aggregate Exercise Price for the Warrant and (ii) Shares covered by such exercise to the Warrant Agent at the office of the Warrant Agent designed for such purpose from time to time, by (A) wire transfer from a United States bank payable to the Warrant Agent or (B) payment to the Company Warrant Agent through the DTC system, unless cashless exercise is applicable, by no later than 10:00 a.m. Eastern time on the Trading Day immediately following the applicable Exercise Date. If less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of the purchase rights represented by the Warrants are exercised at any time prior to the expiration of the Warrants, a new Warrant Certificate shall be issued for the remaining number of such Warrants, and the Warrant Agent is hereby authorized to countersign the required new Warrant Certificate pursuant to the terms of the Agreement. Partial exercises of this Warrant Certificate shall have the effect of lowering the outstanding number of Warrants represented hereby in an amount equal to the applicable Exercise Price multiplied by number of Warrants exercised, and any new Warrant Certificate issued as a result thereof shall reflect such applicable lower number. The Holder and the Company shall maintain records showing the number of Warrant Shares as to which this Warrant is being Warrants exercised (the "Aggregate Exercise Price") in cash by wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationexercises.

Mechanics of Exercise. (a) On each Tranche Notice Date, that portion of the Warrant equal to 135% of the Tranche Amount shall vest and become exercisable, and such vested portion may be exercised at any time during the Exercise Period on or after such Tranche Notice Date. Any portion of the Warrant that becomes exercisable in connection with the delivery of the Tranche Notice and is exercised by Holder in accordance with this Section 1.1 shall be deemed exercised (i) on the applicable Tranche Notice Date, if the Company receives the Exercise Delivery Documents from the Holder by 6:30 p.m. Eastern time on the Tranche Notice Date, or (ii) on the next Trading Day, if the Company receives the Exercise Delivery Documents from the Holder after 6:30 p.m. Eastern Time on the applicable Tranche Notice Date or on any subsequent date. (b) Subject to the terms and conditions hereofhereof including without limitation clause (a) above, this Warrant may be exercised by the Holder at on any time or times on or after day during the Original Issue DateExercise Period, in whole or in part, by (i) delivery of a written noticenotice to the Company, in the form attached hereto as Exhibit A Appendix 1 (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash or by wire transfer of immediately available funds, or by the issuance and delivery of a recourse promissory note substantially in the form attached hereto as Appendix 2 (B) each, a “Recourse Note”), or, if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised cashless exercise pursuant to a Cashless ExerciseSection 1.4. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. . (c) On or before the first (1st) same Trading Day following the date on which the Company has received each of the Exercise NoticeNotice and the Aggregate Exercise Price (the “Exercise Delivery Documents”) by 10:30 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"). On or before the third ”) and (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (Xi) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer (FAST) Program, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Deposit/Withdrawal At at Custodian (DWAC) system, or (Yii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer FAST Program, issue and dispatch deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designeedesignee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company , which certificate shall not be imprinted with any restrictive legends and no stop transfer order shall be responsible for all fees and expenses of placed against the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if anytransfer thereof. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates certificate(s) evidencing such the Warrant Shares, Shares (as the case may be. ). (d) If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) 1.1 and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company Company, upon the request of the Holder, shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and return of the previously issued Warrant, at its own expense, expense issue a new Warrant representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(d)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written noticenotice (including via email or fax), in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant to the Company and American Stock Transfer and Trust Company LLC (the “Warrant Agent” and “Transfer Agent”) and (ii) if both (A) the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(c) of this Warrant and (B) a registration statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”), is effective and available for the issuance of the Warrant Shares, payment to the Company Warrant Agent of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or funds (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless “Cash Exercise”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery , provided that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, the Exercise Notice with respect Holder shall surrender this Warrant to less than all of the Warrant Shares shall have Agent by the same effect third (3rd) Trading Day following the Share Delivery Date (as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Sharesdefined below). On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by email or facsimile an acknowledgment acknowledgement of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Warrant Agent"). No ink original or medallion guarantee shall be required on any Exercise Notice. On or before the later of (i) the third (3rd) Trading Day following the date on which the Company has received the Exercise NoticeNotice duly completed and executed by the Holder, so long as the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the Warrant Agent within two (2) Trading Days following delivery of the Exercise Notice, and (ii) if the Holder delivers has not delivered the Aggregate Exercise Price (or notice to the Warrant Agent, in the case of a Cashless Cash Exercise, within two (2) on or prior to Trading Days following delivery of the second Exercise Notice, the first (2nd1st) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by Holder delivers such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is deliveredsuch later date, the “Share Delivery Date”), the Company shall (X) provided that Warrant Agent shall, upon the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Programrequest of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit / Withdrawal At Custodian system(“DWAC”) system provided the Holder causes its prime broker or its clearing agent to initiate a DWAC deposit for the number of Common Shares, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program (the “FAST Program”) or if the Warrant Shares are required by law to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses deliver any objection to the Exercise Notice on or before the Trading Day following the date on which the Exercise Notice has been delivered to the Company. Upon delivery of the Transfer Agent and all fees and expenses with respect Exercise Notice, so long as the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the issuance of Warrant Shares via DTC, if any. Upon Agent within two (2) Trading Days following delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company Warrant Agent shall as soon as practicable and in no event later than three five (35) Trading Days after any exercise and at its the Company’s own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable based on the income of the Holder or in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations Holder shall be responsible for all other tax liability that may arise as a result of transferring this Warrant. While this Warrant remains outstanding, the Company shall maintain a transfer agent that participates in the DTC’s FAST Program. In addition to issue and deliver any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares or to credit the Holder’s balance account with DTC for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise pursuant to an exercise on or before the Share Delivery Date, and if after such date the Holder purchases (in accordance with an open market transaction or otherwise) or the terms and subject Holder’s brokerage firm otherwise purchases, shares of Common Stock to the conditions hereof are absolute and unconditional, irrespective deliver in satisfaction of any action or inaction a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to enforce the sameHolder in an amount equal to the Holder’s total purchase price (including brokerage commissions, any waiver if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares or consent credit such Holder’s balance account with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the sameDTC) shall terminate, or any setoff(ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, counterclaim, recoupment, limitation or terminationtimes (B) the price at which the sell order giving rise to such purchase obligation was executed.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Original Issue Datedate of Stockholder Approval , in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third earlier of (3rdi) 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 Company has received Holder delivers the Exercise NoticeNotice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "“Share Delivery Date"”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") DTC Fast Automated Securities Transfer ProgramProgram and (A) the Warrant Shares are subject to an effective registration statement in favor of the Holder or (B) if exercised via Cashless Exercise, at a time when Rule 144 would be available for resale of the Warrant Shares by the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier Program or (A) the Warrant Shares are not subject to the address as specified an effective registration statement in the Exercise Notice, a certificate, registered in the Company's share register in the name favor of the Holder or its designeeand (B) if exercised via Cashless Exercise, at a time when Rule 144 would not be available for resale of the Warrant Shares by the Holder, deliver to the Holder, book entry statements evidencing the Warrant Shares, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates book entry statements evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's ’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding the foregoing in this Section 1(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 1(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Original Issue Issuance Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third earlier of (3rdi) 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 Company has received Holder delivers the Exercise NoticeNotice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "“Share Delivery Date"”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") the DTC Fast Automated Securities Transfer ProgramProgram and (A) the Warrant Shares are subject to an effective registration statement in favor of the Holder or (B) if exercised via Cashless Exercise, at a time when Rule 144 would be available for resale of the Warrant Shares by the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier Program or (A) the Warrant Shares are not subject to the address as specified an effective registration statement in the Exercise Notice, a certificate, registered in the Company's share register in the name favor of the Holder or its designeeand (B) if exercised via Cashless Exercise, at a time when Rule 144 would not be available for resale of the Warrant Shares by the Holder, deliver to the Holder, book entry statements evidencing the Warrant Shares, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates book entry statements evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's ’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding the foregoing in this Section 1(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 1(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(e)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) if (A) a registration statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”), is effective and available for the issuance of the Warrant Shares, or an exemption from registration under the Securities Act is available for the issuance of the Warrant Shares, payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, funds (a “Cash Exercise”) or (B) if the provisions of Section 3(e1(d) are applicable, by notifying the Company that available and this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery of ; provided, however, that in the Exercise Notice with respect to less than all of the event that this Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase is exercised in full or for the remaining number of unexercised portion hereof, the Holder shall deliver this Warrant Sharesto the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice (the date upon which the Company has received the Exercise Notice, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent for the Common Stock (the "“Transfer Agent"”). The Company shall deliver any objection to the Exercise Notice on or before the second Trading Day following the date on which the Company has received the Exercise Notice. On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "“Share Delivery Date"”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) ), if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise such submission and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of transferring this Warrant or Warrant Shares in accordance with the terms and subject upon exercise hereof to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereofa third party. While this Warrant remains outstanding, the recovery of any judgment against any Person or any action to enforce Company shall maintain a transfer agent that participates in the same, or any setoff, counterclaim, recoupment, limitation or terminationDTC Fast Automated Securities Transfer Program.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(g)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Vesting Date, in whole or in part, by (i) delivery to the Company of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant and (ii) (A) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price (as defined below) multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the "“Aggregate Exercise Price"”) in cash by or via wire transfer of immediately available funds, or (B) funds if the provisions of Section 3(e) are applicable, by notifying Holder did not notify the Company in such Exercise Notice that this Warrant is being exercised the exercise was made pursuant to a Cashless ExerciseExercise (as defined in Section 1(e)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of the an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. Notwithstanding the foregoing, if all or before any portion of this Warrant is cancelled, the first Holder will promptly deliver this Warrant to the Company upon request (1stand in exchange for a replacement Warrant in the event of partial cancellation as provided herein). Promptly, and in any event with in three (3) Trading Day following the date on which the Company has received the Days, after receipt of fully-completed and executed Exercise Notice, together with the Aggregate Exercise Price if applicable, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Notice, in the form attached hereto as Exhibit B, to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company and, further, shall (X) provided that if the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Deposit/ Withdrawal At at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, to any designee of the Holder to whom the Holder is permitted to transfer this Warrant, or any agent thereof, in each case to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designeesuch designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the executed Exercise NoticeNotice and payment of the Aggregate Exercise Price if applicable, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Holder may surrender this Warrant to the Company, whereupon the Company shall as soon as practicable and promptly, but in no event later than three five (35) Trading Days Business Days, after any such exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 6(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant Additional Investment Right may be exercised by the Holder at on any time or times on or after the Original Issue Dateday, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise NoticeEXERCISE NOTICE"), of the Holder's election to exercise this Warrant and Additional Investment Right, (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Additional Investment Right Shares as to which this Warrant Additional Investment Right is being exercised (the "Aggregate Exercise PriceAGGREGATE EXERCISE PRICE") in cash by or wire transfer of immediately available funds, or (B) if . The date the provisions of Section 3(e) Exercise Notice and the Aggregate Exercise Price are applicable, by notifying delivered to the Company that this Warrant (as determined in accordance with the notice provisions hereof) is being exercised pursuant to a Cashless Exercise. an "EXERCISE DATE." The Holder shall not be required to deliver the original Warrant Additional Investment Right in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Additional Investment Right Shares shall have the same effect as cancellation of the original Warrant Additional Investment Right and issuance of a new Warrant Additional Investment Right evidencing the right to purchase the remaining number of Warrant Additional Investment Right Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received the Exercise NoticeDate, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice and the Aggregate Exercise Price to the Holder and the Company's transfer agent (the "Transfer AgentTRANSFER AGENT"). On or before the third (3rd) Trading Business Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) issue and deliver to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or (Y) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares 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 At Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in . On the Exercise Notice, a certificate, registered in the Company's share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeDate, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Additional Investment Right Shares with respect to which this Warrant Additional Investment Right has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Additional Investment Right Shares. Upon surrender of this Additional Investment Right to the Company following one or more partial exercises, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise receipt of the Additional Investment Right and at its own expense, issue a new Warrant Additional Investment Right (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Additional Investment Right Shares issuable purchasable immediately prior to such exercise under this WarrantAdditional Investment Right, less the number of Warrant Additional Investment Right Shares with respect to which this Warrant Additional Investment Right is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this WarrantAdditional Investment Right, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.taxes

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised by the Holder in whole or in part at any time or times on or after during the Original Issue Date, in whole or in part, Exercise Period by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant Warrant, and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price") in cash by wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(e)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery Partial exercises of this Warrant resulting in issuance of a portion of the Exercise Notice with respect to less than all total number of the Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining outstanding number of Warrant SharesShares issued hereunder in an amount equal to the applicable number of Warrant Shares issued. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of Holder sent the Exercise Notice to the Holder and Company or the Company's ’s transfer agent (together with the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price aggregate exercise price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date), the Share “Exercise Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is deliveredDocuments”), the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Ordinary Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of exercise (or deliver such Ordinary Shares in electronic format if requested by the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if anyHolder). Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase issue the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective Ordinary Shares by the respective Warrant Shares are Share Delivery Date, then the Holder will have the right to be issued upon the rescind such exercise of in Holder’s sole discretion in addition to all other rights and remedies at law, under this Warrant, but rather the number of Warrant Shares to or otherwise, and such failure shall also be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise deemed a material breach of this Warrant. The Company's obligations to issue Warrant and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationAgreement.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Original Issue Issuance Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third earlier of (3rdi) 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 Company has received Holder delivers the Exercise NoticeNotice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "“Share Delivery Date"”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") DTC Fast Automated Securities Transfer ProgramProgram and (A) the Warrant Shares are subject to an effective registration statement in favor of the Holder or (B) if exercised via Cashless Exercise, at a time when Rule 144 would be available for resale of the Warrant Shares by the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier Program or (A) the Warrant Shares are not subject to the address as specified an effective registration statement in the Exercise Notice, a certificate, registered in the Company's share register in the name favor of the Holder or its designeeand (B) if exercised via Cashless Exercise, at a time when Rule 144 would not be available for resale of the Warrant Shares by the Holder, deliver to the Holder, book entry statements evidencing the Warrant Shares, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates book entry statements evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's ’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding the foregoing in this Section 1(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 1(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times on or after the Original Issue Dateday, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder; provided, however, that the Holder shall covenant in the Exercise Notice, that it will deliver the original Warrant to the Company within five (5) Business Days of such exercise. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received each of the Exercise NoticeNotice and the Aggregate Exercise Price (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, Notice and Aggregate Exercise Price referred to in clause (ii)(A) above the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 5(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Original Issue Initial Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile or e-mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "“Share Delivery Date"”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay p ay any and all taxes (other than the Holder’s income taxes) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's ’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. For purposes of clarity, if the Holder exercises this Warrant (other than by Cashless Exercise) at a time when the Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act (or the Holder does not undertake to resell such Warrant Shares promptly after issuance while the Company is in compliance with the public information requirements of Rule 144(c)(1)) or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, the Company may satisfy the delivery of Warrant Shares under this Section 1(a) by 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 Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise, which certificate may contain a restrictive legend.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at on any time or times on or after the Original Issue Initial Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash or by wire transfer of immediately available funds, funds or (B) if provided the provisions of conditions for cashless exercise set forth in Section 3(e1(d) are applicablesatisfied, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation with delivery of the related Exercise Notice. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date (the “Share Delivery Date”) on which the Company has received each of the Exercise Notice, so long as the Holder delivers Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice and this Warrant, if applicable (the "Share “Exercise Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is deliveredDocuments”), the Company shall (X) provided that (i) the shares to be issued have been registered under the Securities Act of 1933, as amended, (the “Securities Act”), or are freely transferable without restriction or limitation pursuant to Rule 144 under the Securities Act and (ii) the Company’s transfer agent (the “Transfer Agent Agent”) is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Deposit/Withdrawal At Custodian system, or (Y) if (i) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (ii) the shares to be issued have not been registered under the Securities Act or are not freely transferable without restriction or limitation pursuant to Rule 144 under the Securities Act, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision upon exercise hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in part, by (i) delivery to the Company of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii‘Exercise”). The Exercise Notice shall indicate if the Holder has elected a Cashless Exercise (as defined below) pursuant to Section 1(e) of this Warrant. Within three (A3) Business Days following the Exercise, Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash or by wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to funds unless such Holder has elected a Cashless Exercise. The Holder shall not be required to deliver the original Warrant in order to effect an exercise Exercise hereunder, provided that in the event of an Exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is surrendered to the Company by the second Trading Day following the date on which the Warrant has been duly Exercised. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Business Day following the date on which the Company Warrant has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice been duly Exercised (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Exercise, provided that, unless such Xxxxxx has elected a Cashless Exercise, the Company shall not be responsible for all fees and expenses obligated to deliver shares of Common Stock hereunder unless the Transfer Agent and all fees and expenses with respect to Company has received the issuance of Warrant Shares via DTC, if anyAggregate Exercise Price by the Share Delivery Date. Upon delivery of the Exercise NoticeExercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercisedExercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading five Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision upon exercise hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"), ”) of the Holder's ’s election to exercise this Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Within three (3) Trading Days of the delivery of such Exercise Notice, if both (A) the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant and (iiB) a registration statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as amended (A) the “Securities Act”), is effective and available for the issuance of the Warrant Shares, or an exemption from registration under the Securities Act is available for the issuance of the Warrant Shares, the Holder shall make payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or funds (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless “Cash Exercise”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery of ; provided, however, that in the Exercise Notice with respect to less than all of the event that this Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase is exercised in full or for the remaining number of unexercised portion hereof, the Holder shall deliver this Warrant Sharesto the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice (the date upon which the Company has received the Exercise Notice, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent for the Common Stock (the "“Transfer Agent"”). The Company shall deliver any objection to the Exercise Notice on or before the first Trading Day following the date on which the Holder has delivered the Exercise Notice. On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered received by the Company prior to such date, Trading Day (the “Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is deliveredDate”), the Company shall either, (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Deposit/Withdrawal At Custodian system, or (Y) ), if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to So long as there is an effective registration statement permitting the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective or resale of the date such Warrant Shares are credited to by the Holder's DTC account or the date , Warrant Shares shall be issued electronically free of delivery of the certificates evidencing such Warrant Shares, as the case may beany legends. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise such submission and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision upon exercise hereof. While this Warrant remains outstanding, the recovery of any judgment against any Person or any action to enforce Company shall maintain a transfer agent that participates in the same, or any setoff, counterclaim, recoupment, limitation or terminationDTC’s FAST Program.

Mechanics of Exercise. Subject to the terms and conditions hereof, this This Warrant may be exercised by the Holder at any time or times on or after the Original Issue Dateholder hereof, in whole or in part, by (i) delivery the surrender of a written notice, in this Warrant and the form Notice of Exercise attached hereto as Exhibit A (the "Exercise Notice"), duly completed and executed on behalf of the Holder's election to exercise this Warrant and (ii) (A) payment to holder hereof, at the principal office of the Company together with payment in full of an amount equal the Warrant Price then in effect with respect to the applicable Exercise Price multiplied by the number of shares of Warrant Shares Stock as to which this the Warrant is being exercised. This Warrant shall be deemed to have been exercised (immediately prior to the "Aggregate Exercise Price") in cash by wire transfer close of immediately available fundsbusiness on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable on or (B) if the provisions of Section 3(e) are applicableafter such date, by notifying the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to in part, the Company at its expense will execute and deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, like tenor exercisable for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible shares for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been may then be exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(d)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written noticenotice (which may be by facsimile or email), in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or funds (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless “Cash Exercise”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution ; provided, that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is surrendered to the Company’s transfer agent through DTC’s Deposit Withdrawal Agent Commission system (“DWAC System”) by the second (2nd) Trading Day following the date on which the Company’s transfer agent for the Common Stock and delivery of Warrants (“Transfer Agent”) has received the Exercise Notice. Within one (1) Trading Day following the date of exercise as aforesaid, the Holder shall deliver the Aggregate Exercise Price for the shares specified in the applicable Exercise Notice with respect to less than all by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 1(c) below is specified in the applicable Exercise Notice. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required, except as may be required by the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant SharesCompany’s transfer agent. On or before the first (1st) Trading Day following the date on which the Company or the Transfer Agent has received the Exercise Notice, the Company or the Transfer Agent shall transmit by email or facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On The Company or the Transfer Agent shall deliver any objection to the Exercise Notice on or before the third first (3rd1st) Trading Day following the date on which the Company or the Transfer Agent has received the Exercise Notice. In the event of any discrepancy or dispute, so long as the Holder delivers records of the Aggregate Exercise Price Company and the Transfer Agent shall be controlling and determinative in the absence of manifest error. On or before the earlier of (or notice of a Cashless Exercisei) on or prior to the second third (2nd3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date on which the Holder has delivered to the Company has received the a duly completed and executed Exercise Notice (the "“Share Delivery Date") (provided that if ”), and, in the case of a Cash Exercise, the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered)Price, the Company shall (X) provided that the or its Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Programshall, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or The Depository Trust Company (Y“DTC”) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.ACTIVE/110789140.5

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"), ”) of the Holder's ’s election to exercise this Warrant and Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (iior other type of guarantee or notarization) of any Notice of Exercise form be required. Within two (A2) payment Trading Days of the delivery of such Exercise Notice, if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant, the Holder shall pay to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or funds (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless “Cash Exercise”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery of ; provided, however, that in the Exercise Notice with respect to less than all of the event that this Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase is exercised in full or for the remaining number of unexercised portion hereof, the Holder shall deliver this Warrant Sharesto the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice (the date upon which the Company has received the Exercise Notice, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent for the Common Stock (the "“Transfer Agent"”). The Company shall deliver any objection to the Exercise Notice on or before the second Trading Day following the date on which the Company has received the Exercise Notice. On or before the third (3rd) second Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has been received by the Company prior to such Trading Day if the Holder is not been delivered by such date, electing a Cashless Exercise (the “Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is deliveredDate”), the Company shall shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability (because (A) the Holder is effecting an exercise for cash, and (B) a registration statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”), is effective and available for the issuance of the Warrant Shares, or an exemption from registration under the Securities Act is available for the issuance of the Warrant Shares), upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) ), if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST Program or if the certificates are required to bear a legend as set forth above regarding restrictions on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeNotice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise such submission and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision upon exercise hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Initial Exercise Eligibility Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise Notice"), of the Holder's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price") in cash by wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseWarrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received each of the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long and upon receipt by the Company of (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price" and together with the Exercise Notice, the "Exercise Delivery Documents") in cash or by wire transfer of immediately available funds or (B) notification from the Holder delivers the Aggregate Exercise Price (or notice of that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)) on or prior to the second (2nd) Trading Day following the date on which the Company has received of receipt of the Exercise Notice Delivery Documents being referred to as (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such 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 Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company When issued, the Warrant Shares shall be responsible for all fees and expenses issued free of restrictive legends unless the Transfer Agent and all fees and expenses with respect to Registration Statement (as defined in the issuance of Subscription Agreement) is not then effective or the Warrant Shares via DTCare not freely transferable without volume restrictions or current public information requirements pursuant to Rule 144 under the Securities Act of 1933, if anyas amended. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes taxes, and Transfer Agent fees, which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant Warrant, completed and duly signed and (ii) (x) if both (A) the Holder is not electing a Cashless Exercise (as defined in Section 1(d)) pursuant to Section 1(d) of this Warrant and (B) a registration statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”), is effective and available for the issuance of the Warrant Shares, or an exemption from registration under the Securities Act is available for the issuance of the Warrant Shares, payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash or by wire transfer of immediately available fundsfunds pursuant to the terms hereof, or (By) if provided the provisions of conditions for cashless exercise set forth in Section 3(e1(d) are applicablesatisfied, by notifying the Company pursuant to the Exercise Notice that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The date on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” If the Holder is not electing a Cashless Exercise (as defined in Section 1(d)), on or before first (1st) Business Day following the delivery of the Exercise Notice (the “Payment Deadline”), the Holder shall make payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Share Delivery Date (as defined below) shall be delayed on a day-for-day basis for each day after the Payment Deadline that such payment of the Exercise Price is not paid. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, provided that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is surrendered to the Company by the second Trading Day following the date on which the Company has received each of the Exercise Notice and, if this Warrant is being exercised pursuant to a Cash Exercise, the Aggregate Exercise Price. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Business Day following the date on which Exercise Date (as it may be delayed as provided above, the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeNotice if the Holder is electing a Cashless Exercise (as defined in Section 1(d)), or upon payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised if the Holder is not electing a Cashless Exercise (as defined in Section 1(d)), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading five Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision upon exercise hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this This Warrant may be exercised by the Holder at any time or times on or after the Original Issue Dateholder hereof, in whole or in part, by (i) delivery the surrender of a written notice, in this Warrant and the form Notice of Exercise attached hereto as Exhibit A (the "Exercise Notice"), duly completed and executed on behalf of the Holder's election to exercise this Warrant and (ii) (A) payment to holder hereof, at the principal office of the Company together with payment in full of an amount equal the Warrant Price then in effect with respect to the applicable Exercise Price multiplied by the number of shares of Warrant Shares Stock as to which this the Warrant is being exercised. This Warrant shall be deemed to have been exercised (immediately prior to the "Aggregate Exercise Price") in cash by wire transfer close of immediately available fundsbusiness on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable on or (B) if the provisions of Section 3(e) are applicableafter such date, by notifying the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof. In the event that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to in part, the Company at its expense will execute and deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, like tenor exercisable for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible shares for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been may then be exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant UPO may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, on one or more occassions, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"), ”) of the Holder's ’s election to exercise this Warrant and UPO. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (iior other type of guarantee or notarization) of any Notice of Exercise form be required. Within two (A2) payment Trading Days of the delivery of such Exercise Notice, if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this UPO, the Holder shall pay to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares Units as to which this Warrant UPO is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or funds (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless “Cash Exercise”). The Holder shall not be required to deliver the original Warrant surrender this UPO in order to effect an exercise hereunder. Execution and delivery of ; provided, however, that in the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase event that this UPO is exercised in full or for the remaining number of Warrant Sharesunexercised portion hereof, the Holder shall deliver this UPO to the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice (the date upon which the Company has received the Exercise Notice, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent for the Common Stock (the "“Transfer Agent"”). The Company shall deliver any objection to the Exercise Notice on or before the second Trading Day following the date on which the Company has received the Exercise Notice. On or before the third (3rd) second Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered received by the Company prior to such date, Trading Day (the “Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is deliveredDate”), the Company shall shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock and Warrants included in the Units to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) ), if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares and Warrants to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeNotice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares and Warrants with respect to which this Warrant UPO has been exercised, irrespective of the date such Warrant Shares and Warrants are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant SharesShares and Warrants, as the case may be. If this Warrant UPO is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares Units represented by this Warrant UPO submitted for exercise is greater than the number of Warrant Shares Units being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise such submission and at its own expense, issue a new Warrant UPO (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable Units purchasable immediately prior to such exercise under this WarrantUPO, less the number of Warrant Shares Units with respect to which this Warrant UPO has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares Units upon exercise of this WarrantUPO; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Shares, Warrants or UPOs in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Warrant Shares Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this UPO or receiving Units upon exercise hereof. 1 [Insert 3.0% of Units issued in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.Offering including overallotment]

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(d)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written noticenotice (which may be by facsimile or email), in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution ; provided, that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is surrendered to the Company’s transfer agent through DTC’s Deposit Withdrawal Agent Commission system (“DWAC System”) by the second (2nd) Trading Day following the date on which the Company’s transfer agent for the Common Stock and delivery of Warrants (“Transfer Agent”) has received the Exercise Notice. Within one (1) Trading Day following the date of exercise as aforesaid, the Holder shall deliver the Aggregate Exercise Price for the shares specified in the applicable Exercise Notice with respect to less than all by wire transfer or cashier’s check drawn on a United States bank. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required, except as may be required by the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant SharesCompany’s transfer agent. On or before the first (1st) Trading Day following the date on which the Company or the Transfer Agent has received the Exercise Notice, the Company or the Transfer Agent shall transmit by email or facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On The Company or the Transfer Agent shall deliver any objection to the Exercise Notice on or before the third first (3rd1st) Trading Day following the date on which the Company or the Transfer Agent has received the Exercise Notice. In the event of any discrepancy or dispute, so long as the Holder delivers records of the Aggregate Exercise Price Company and the Transfer Agent shall be controlling and determinative in the absence of manifest error. On or before the earlier of (or notice of a Cashless Exercisei) on or prior to the second third (2nd3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date on which the Holder has delivered to the Company has received the a duly completed and executed Exercise Notice (the "“Share Delivery Date") (provided that if ”), and the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered)Price, the Company shall (X) provided that the or its Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.shall,

Mechanics of Exercise. Subject Provided the Warrant Shares are included in an effective registration statement or are otherwise exempt from registration when sold, (a) Provided such Purchaser has notified the Company of such Purchaser’s intention to the terms and conditions hereof, this Warrant may be exercised by the Holder at any time or times on or after the Original Issue Date, in whole or in part, by sell: (i) delivery of a written notice, in upon the form attached hereto as Exhibit A (the "Exercise Notice"), exercise of the Holder's election to exercise this applicable Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price") in cash by wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Noticepart thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel reasonably acceptable to such Purchaser following a request by such Purchaser) to assure that the Company’s transfer agent shall transmit by facsimile an acknowledgment of confirmation of receipt issue shares of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's share register Common Stock in the name of the Holder such Purchaser (or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to nominee) or such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant such denominations to be specified representing the right to purchase the number of Warrant Shares issuable immediately prior upon such exercise; and (ii) the Company warrants that no instructions other than these instructions have been or will be given to such the transfer agent of the Common Stock and that the applicable Warrant Shares issued will be freely transferable, subject to the prospectus delivery requirements of the Securities Act if the Warrant Shares are included in an effective registration statement and the provisions of this Agreement, and will not contain a legend restricting the resale or transferability of the Warrant Shares. (b) Such Purchaser will give notice of its decision to exercise under this Warrant, less its right to exercise the applicable Warrant or part thereof by telecopying or otherwise delivering an executed and completed notice of the number of shares to be exercised to the Company (the “Form of Subscription”) and by either remitting payment to the Company for the purchase of the Warrant Shares or electing the cashless exercise provisions of the applicable Warrant. Such Purchaser will not be required to surrender the applicable Warrant until such Purchaser receives a credit to the account of the Purchaser’s prime broker through the DWAC system (as defined below), representing all the Warrant Shares issuable under the Warrant. Each date on which a Form of Subscription is telecopied or delivered to the Company in accordance with respect the provisions hereof shall be deemed an “Exercise Date.” Pursuant to which this the terms of the Form of Subscription, the Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) business day of the date of the delivery to the Company of the Form of Subscription and shall cause the transfer agent to transmit the certificates representing the Warrant is exercisedShares set forth in the applicable Form of Subscription to the Holder by crediting the account of such Purchaser’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days after receipt by the Company of the Form of Subscription (the “Delivery Date”). (c) The Company understands that a delay in the delivery of the Warrant Shares in the form required pursuant to Section 9 hereof beyond the Delivery Date could result in economic loss to such Purchaser. No fractional In the event that the Company fails to direct its transfer agent to deliver the applicable Warrant Shares to such Purchaser via the DWAC system within the time frame set forth in Section 9.1(b) above and the applicable Warrant Shares are not delivered to be issued such Purchaser by the Delivery Date, as compensation to such Purchaser for such loss, the Company agrees to pay late payments to such Purchaser for late issuance of the applicable Warrant Shares in the form required pursuant to Section 9 hereof upon the exercise of this Warrant, but rather the number of applicable Warrant Shares to be issued shall be rounded up in the amount equal to the nearest whole numbergreater of: (i) $500 per business day after the Delivery Date; or (ii) such Purchaser’s actual damages from such delayed delivery. The Company shall pay any payments incurred under this Section in immediately available funds upon demand and, in the case of actual damages, accompanied by reasonable documentation of the amount of such damages. Such documentation shall show the number of shares of Common Stock such Purchaser is forced to purchase (in an open market transaction) which such Purchaser anticipated receiving upon such exercise, and all taxes shall be calculated as the amount by which may be payable with respect to (A) such Purchaser’s total purchase price (including customary brokerage commissions, if any) for the issuance and delivery shares of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with Common Stock so purchased exceeds (B) the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationwas not timely honored.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at on any time or times on or after the Original Issue Dateday, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise NoticeEXERCISE NOTICE"), of the Holder's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise PriceAGGREGATE EXERCISE PRICE") in cash by or wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall will not be required to deliver the original Warrant in order to effect an exercise hereunder; provided however, that the Holder shall covenant in the Exercise Notice, that it will deliver the original Warrant to the Company within five (5) Business Days of such exercise. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall will have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received each of the Exercise NoticeNotice and the Aggregate Exercise Price (the "EXERCISE DELIVERY DOCUMENTS"), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's transfer agent (the "Transfer AgentTRANSFER AGENT"). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice Delivery Documents (the "Share Delivery DateSHARE DELIVERY DATE") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares 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 At Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeNotice and Aggregate Exercise Price referred to in clause (ii)(A), the Holder shall will be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall will be rounded up to the nearest whole number. The Company shall pay any and all taxes which taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times on or after day during the Original Issue DateExercise Period, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price in effect at the time of exercise multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash or by wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(e)); provided, however, that, notwithstanding Section 1(a)(ii)(A), at any time, upon receipt of an Exercise Notice, the Company may, in its sole discretion, require that the Holder exercise this Warrant on a Cashless Exercise basis (in which case, if the Holder has exercised the Warrant by payment of the Aggregate Exercise Price pursuant to Section 1(a)(ii)(A), the Company shall promptly return such funds to an account designated by the Holder, and the Holder shall, for all purposes hereunder, be deemed to have delivered a notice of Cashless _________________________ 1 Insert a number of shares equal to 85% of the number of shares of Common Stock purchased under the Subscription Agreement. Exercise with respect to such exercise on the date on which the Exercise Notice was delivered, or alternatively, at the election of the Holder, the Exercise Notice shall be null and void). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but shall deliver the original Warrant within five (5) Business Days thereafter. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received received, as applicable, each of the Exercise NoticeNotice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such 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 Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading two Business Days after any receipt by the Company, following an exercise of the Warrant, of the original Warrant, and at its own expense, issue a new Warrant (in accordance with Section 8(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior purchasable under this Warrant after giving effect to such exercise under this of the Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationthis Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date (but in no event after 11:59 p.m., New York time, on the Expiration Date), in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) if the Holder is not electing a Cashless Exercise (Aas defined below) pursuant to Section 1(c) of this Warrant, payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available fundsfunds (a “Cash Exercise”) (the items under (i) and (ii) above, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise“Exercise Delivery Documents”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery of ; provided, however, that in the Exercise Notice with respect to less than all of the event that this Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase is exercised in full or for the remaining number of unexercised portion hereof, the Holder shall deliver this Warrant Sharesto the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise NoticeDelivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent for the Common Stock (the "“Transfer Agent"”). On The Company shall deliver any objection to the Exercise Delivery Documents on or before the third (3rd) second Trading Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (Delivery Documents. On or notice of a Cashless Exercise) on or prior to before the second (2nd) Trading Day following the date on which the Company has received all of the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) ), if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise such submission and at its own expense, issue a new Warrant (in accordance with Section 5(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision upon exercise hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised by the Holder in whole or in part at any time or times on or after during the Original Issue Date, in whole or in part, Exercise Period by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (ii3) Trading Days of the date on which the final Exercise Notice is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (Athe “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the "“Aggregate Exercise Price"” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available fundsfunds (or by cashless exercise, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder in which case there shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the no Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is deliveredprovided), the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch deliver by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses exercise (or deliver such shares of Common Stock in electronic format if requested by the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if anyHolder). Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as . The Holder and the case may beCompany shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional If the Company fails to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies at law, under this Warrant, or otherwise. If the Market Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective non-stale registration statement of the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares are at prevailing market prices (and not fixed prices) without any limitation, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of this Warrant, but rather to Holder. Y = the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by that the Holder elects to enforce purchase under this Warrant (at the same, any waiver or consent with respect to any provision hereof, date of such calculation). A = the recovery Market Price (at the date of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationsuch calculation).

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Original Issue Initial Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by wire transfer of immediately available funds, funds or (B) if the provisions of Section 3(e1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile or e-mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "“Share Delivery Date"”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes (other than the Holder’s income taxes) which may be payable with respect to the issuance issu ance and delivery of Warrant Shares upon exercise of this Warrant. The Company's ’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. For purposes of clarity, if the Holder exercises this Warrant (other than by Cashless Exercise) at a time when the Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act (or the Holder does not undertake to resell such Warrant Shares promptly after issuance while the Company is in compliance with the public information requirements of Rule 144(c)(1)) or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, the Company may satisfy the delivery of Warrant Shares under this Section 1(a) by 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 Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise, which certificate may contain a restrictive legend.

Mechanics of Exercise. (i) Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(g)(i)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Issuance Date, in whole or in part, by delivery (ivia electronic mail or, if electronic mail is not available, by any other method of providing notice provided for in Section 8 hereof) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant. Any exercise by the Holder of this Warrant and must be pursuant to a valid exemption from registration under the Securities Act or a transaction not subject to the registration provisions of the Securities Act. Within two (ii2) (A) Trading Days following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares ADSs as to which this Warrant is being was so exercised (the "“Aggregate Exercise Price") in cash by ”), via wire transfer of immediately available funds, or (B) funds if the provisions of Section 3(e) are applicable, by notifying Holder did not notify the Company in such Exercise Notice that this Warrant is being exercised such exercise was made pursuant to a Cashless ExerciseExercise (as defined in Section 10(d)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of Notwithstanding anything herein to the Exercise Notice with respect contrary, the Holder shall not be required to less than physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the same effect as cancellation of lowering the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining outstanding number of Warrant SharesADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs purchased. The Company shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (ii) On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice Notice, in the form attached hereto as Exhibit B, to the Holder and The Bank of New York Mellon, the Depositary for the ADSs (the "Share Delivery Date"“Depositary”). On or before the fifth (5th) (provided that if Trading Day following the date on which the Company has received such Exercise Notice, subject to receipt of the Aggregate Exercise Price has not been delivered by such date, therefor (the “Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is deliveredDate”), the Company shall (X) provided issue and deposit with the Depositary a number of Ordinary Shares that will be represented by the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares ADSs 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 systemin respect of that exercise, or (Y) if pay the Transfer Agent is not participating fee of the Depositary for the issuance of that number of ADSs and (Z) at the option of the Holder (as set forth in the DTC Fast Automated Securities Transfer ProgramExercise Notice), issue instruct the Depositary to either (1) execute and dispatch deliver to that Holder, by physical delivery via overnight courier to the address as specified by the Holder in the Exercise NoticeNotice by the Share Delivery Date, a certificate, registered in the Company's share register in the name of the Holder or its designee, for the an American Depositary Receipt (“ADR”) evidencing that number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to ADSs or (2) record the issuance of Warrant Shares via DTCthe ADSs in book-entry form and deliver to the Holder evidence of such issuance (in each case, subject to the restrictive legends or stop transfer instructions, if any, required by Section 5 of the Securities Purchase Agreement). If a restrictive legend is not then required to be included on the Warrant ADSs by Section 5 of the Securities Purchase Agreement, certificates for the Warrant ADSs purchased hereunder shall be transmitted by the Depositary to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system if the Company is then a participant in such system. Upon delivery of an Exercise Notice and (unless such exercise was made pursuant to a Cashless Exercise) payment of the Aggregate Exercise NoticePrice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares ADSs with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares ADSs are credited to the Holder's ’s DTC account or account, the date of delivery of the certificates evidencing such Warrant Shares, ADSs or the date of issuance of the ADSs in book-entry form (as the case may be), except to the extent provided by law. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b10(a) and the number of Warrant Shares ADSs represented by this Warrant submitted for exercise is greater than the number of Warrant Shares ADSs being acquired upon an exercise, then then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three four (34) Trading Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 16(d)) representing the right to purchase the number of Warrant Shares issuable ADSs purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares ADSs with respect to which this Warrant is exercised. No fractional Warrant Shares ADSs are to be issued upon the exercise of this Warrant, but rather rather, in lieu of delivering such fractional ADS, the number of Warrant Shares to be issued Company shall be rounded up pay to the nearest whole numberexercising Holder an amount in cash equal to the Closing Sale Price on the Principal Market of such fractional ADS on the date of exercise. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares ADSs upon exercise of this Warrant. The Company's obligations to issue and deliver , provided that in the event certificates for Warrant Shares are to be issued in accordance with a name other than the terms and subject to name of the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereofHolder, the recovery Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationtransfer tax incidental thereto.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times Business Day on or after the Original Issue Issuance Date and on or before the Expiration Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise Notice"), of the Holder's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price") in cash or by wire transfer of immediately available funds, funds or (B) if provided the provisions of conditions for cashless exercise set forth in Section 3(e1(d) are applicablesatisfied, by notifying the Company that this Warrant is being exercised pursuant to a Cashless ExerciseExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but shall deliver the original Warrant within five Business Days thereafter. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received each of the Exercise NoticeNotice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the "Exercise Delivery Documents"), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice Delivery Documents (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such 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 Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up down to the nearest whole number; provided, however, that if any fractional share of Common Stock would otherwise be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the Holder an amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise. The Company shall pay any and all Transfer Agent fees and documentary stamp taxes which may be payable with respect attributable to the initial issuance and delivery of Warrant Shares issuable upon the exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditionalHolder shall be responsible for any income taxes due under federal, irrespective of state or other law, if any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationsuch tax is due.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(d)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written noticenotice (including via email or fax), in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant to the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent” and “Transfer Agent”) and (ii) if both (A) the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(c) of this Warrant and (B) a registration statement registering the issuance of the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”), is effective and available for the issuance of the Warrant Shares, payment to the Company Warrant Agent of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or funds (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless “Cash Exercise”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery , provided that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, the Exercise Notice with respect Holder shall surrender this Warrant to less than all of the Warrant Shares shall have Agent by the same effect third (3rd) Trading Day following the Share Delivery Date (as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Sharesdefined below). On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by email or facsimile an acknowledgment acknowledgement of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Warrant Agent"). No ink original or medallion guarantee shall be required on any Exercise Notice. On or before the later of (i) the third (3rd) Trading Day following the date on which the Company has received the Exercise NoticeNotice duly completed and executed by the Holder, so long as the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the Warrant Agent within two (2) Trading Days following delivery of the Exercise Notice, and (ii) if the Holder delivers has not delivered the Aggregate Exercise Price (or notice to the Warrant Agent, in the case of a Cashless Cash Exercise, within two (2) on or prior to Trading Days following delivery of the second Exercise Notice, the first (2nd1st) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by Holder delivers such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is deliveredsuch later date, the “Share Delivery Date”), the Company shall (X) provided that Warrant Agent shall, upon the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Programrequest of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit / Withdrawal At Custodian system(“DWAC”) system provided the Holder causes its prime broker or its clearing agent to initiate a DWAC deposit for the number of Common Shares, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program (the “FAST Program”) or if the Warrant Shares are required by law to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses deliver any objection to the Exercise Notice on or before the Trading Day following the date on which the Exercise Notice has been delivered to the Company. Upon delivery of the Transfer Agent and all fees and expenses with respect Exercise Notice, so long as the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the issuance of Warrant Shares via DTC, if any. Upon Agent within two (2) Trading Days following delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company Warrant Agent shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its the Company’s own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable based on the income of the Holder or in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations Holder shall be responsible for all other tax liability that may arise as a result of transferring this Warrant. While this Warrant remains outstanding, the Company shall maintain a transfer agent that participates in the DTC’s FAST Program. In addition to issue and deliver any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares or to credit the Holder’s balance account with DTC for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise pursuant to an exercise on or before the Share Delivery Date, and if after such date the Holder purchases (in accordance with an open market transaction or otherwise) or the terms and subject Holder’s brokerage firm otherwise purchases, shares of Common Stock to the conditions hereof are absolute and unconditional, irrespective deliver in satisfaction of any action or inaction a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to enforce the sameHolder in an amount equal to the Holder’s total purchase price (including brokerage commissions, any waiver if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares or consent credit such Holder’s balance account with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the sameDTC) shall terminate, or any setoff(ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, counterclaim, recoupment, limitation or terminationtimes (B) the price at which the sell order giving rise to such purchase obligation was executed.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Original Issue Issuance Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise Notice"), of the Holder's election to exercise this Warrant and Warrant. On or prior to the Trading Day immediately preceding the applicable Share Delivery Date (ii) as defined below), the Holder shall either (A) payment provided that the applicable Exercise Notice is for a Cash Exercise, pay to the Company of an amount equal to the applicable Cash Exercise Price (as defined in Section 1(b)) multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Cash Exercise Price") in cash by wire transfer of immediately available funds, or (B) if provided that the provisions of applicable Exercise Notice is delivered to the Company on or prior to the Cash Exercise Expiration Date (as defined in Section 3(e) are applicable1(b)), by notifying notify the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not Exercise (as defined in Section 1(d)), which notice may be required to deliver included in the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the applicable Exercise Notice, or (C) notify the Company shall transmit that this Warrant is being exercised by facsimile an acknowledgment a cancellation of confirmation of receipt all or any portion of the Exercise Notice to Principal (as defined in the Holder and Notes) amount outstanding under the CompanyHolder's transfer agent (or the Holder's designee's) Notes (a "Transfer AgentNote Cancellation"). On or before ) for an amount of cancelled Notes calculated at the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Other Exercise Price (or notice of a Cashless Exerciseas defined in Section 1(b)) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered multiplied by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon being exercised (the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any "Aggregate Other Exercise Price" and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance together with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereofAggregate Cash Exercise Price, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination"Aggregate Exercise Price")."

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at on any time or times on or after the Original Issue Dateday, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise NoticeEXERCISE NOTICE"), of the Holder's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise PriceAGGREGATE EXERCISE PRICE") in cash by or wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall will not be required to deliver the original Warrant in order to effect an exercise hereunder; provided however, that the Holder shall covenant in the Exercise Notice, that it will deliver the original Warrant to the Company within five (5) Business Days of such exercise. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall will have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received each of the Exercise NoticeNotice and the Aggregate Exercise Price (the "EXERCISE DELIVERY DOCUMENTS"), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's transfer agent (the "Transfer AgentTRANSFER AGENT"). On or before the third (3rd) Trading Business Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice Delivery Documents (the "Share Delivery DateSHARE DELIVERY DATE") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares 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 At Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeNotice and Aggregate Exercise Price referred to in clause (ii)(A), the Holder shall will be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall will be rounded up to the nearest whole number. The Company shall pay any and all taxes which taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject Notwithstanding anything contained herein to the conditions hereof are absolute and unconditionalcontrary, irrespective of any action or inaction this Warrant may not be exercised by the Holder until the shareholders of the Company approve an amendment to enforce the same, any waiver or consent with respect Company's Articles of Incorporation increasing the number of authorized shares of Common Stock to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationamount greater than 115,000,000 shares.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) if the Holder is not electing a Cashless Exercise (Aas defined below) pursuant to Section 1(d) of this Warrant, payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available fundsfunds (a “Cash Exercise”) (the items under (i) and (ii) above, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise“Exercise Delivery Documents”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery of ; provided, however, that in the Exercise Notice with respect to less than all of the event that this Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase is exercised in full or for the remaining number of unexercised portion hereof, the Holder shall deliver this Warrant Sharesto the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise NoticeDelivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent for the Common Stock (the "“Transfer Agent"”). On The Company shall deliver any objection to the Exercise Delivery Documents on or before the third (3rd) second Trading Day following the date on which the Company has received all of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (Delivery Documents. On or notice of a Cashless Exercise) on or prior to before the second (2nd) Trading Day following the date on which the Company has received all of the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) ), if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise such submission and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective upon exercise hereof. ____________________________ 1 4% of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationunits sold.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available fundsfunds (a “Cash Exercise”) (the items under (i) and (ii) above, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise“Exercise Delivery Documents”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution and delivery of ; provided, however, that in the Exercise Notice with respect to less than all of the event that this Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase is exercised in full or for the remaining number of unexercised portion hereof, the Holder shall deliver this Warrant Sharesto the Company for cancellation within a reasonable time after such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise NoticeDelivery Documents (the date upon which the Company has received all of the Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice Delivery Documents to the Holder and the Company's ’s transfer agent for the Common Stock (the "“Transfer Agent"”). On The Company shall deliver any objection to the Exercise Delivery Documents on or before the third (3rd) second Trading Day following the date on which the Company has received all of the Exercise Notice, so long as Delivery Documents. On or before the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) third Trading Day following the date on which the Company has received all of the Exercise Notice Delivery Documents (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that cause the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which issue to 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, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for certificate representing the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing Warrant Shares to such Warrant Shares, as the case may beHolder. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise such submission and at its own expense, issue a new Warrant (in accordance with Section 5(e)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision upon exercise hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Initial Exercise Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A Schedule 1 (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment Warrant. Notwithstanding anything herein to the Company of an amount equal to contrary, the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price") in cash by wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver physically surrender this Warrant to the original Warrant in order to effect an exercise hereunder. Execution and delivery of Company until the Exercise Notice with respect to less than Holder has purchased all of the Warrant Shares ADSs available hereunder such that the Outstanding Principal Amount has been reduced to zero and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. Partial exercises of this Warrant shall have the same effect as cancellation of lowering the Outstanding Principal Amount by an amount equal to the product of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant SharesADSs purchased as part of the partial exercise and the then applicable Exercise Price (as defined below). The Company shall maintain records showing the date of such purchases of Warrant ADSs and the Outstanding Principal Amount. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of this paragraph, following the purchase of a portion of the Warrant ADSs hereunder, the Outstanding Principal Amount at any given time may be less than the Outstanding Principal Amount stated on the face hereof. On or before the first third (1st3rd) Trading Business Day following the date on which the Company has received the Exercise NoticeNotice and representation letters and other documents reasonably requested by the Depositary, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent Deutsche Bank Trust Company Americas (the "Transfer Agent")“Depositary”) for the ADSs. On or before the third fifth (3rd5th) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Business Day following the date on which the Company has received the Exercise Notice and representation letters and other documents requested by the Depositary (the "Share “ADS Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (XA) provided issue and deposit with the Depositary a number of Class A Shares that will be represented by the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares ADSs to which the Holder is entitled pursuant to such exercise to in respect of that exercise, (B) pay the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 fee of the Holder or its designee, Depositary for the issuance of that number of Warrant Shares ADSs and (C) instruct the Depositary to which promptly execute and deliver to that Holder the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect Warrant ADSs subject to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) applicable securities laws and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercisedregulations. No fractional Warrant Shares ADSs are to be issued upon the exercise of this Warrant. If any fractional share of an ADS would, but rather except for the number provisions of Warrant Shares to the prior sentence, be issued deliverable upon such exercise, the Company, in lieu of delivering such fractional share of an ADS, shall be rounded up pay to the nearest whole numberexercising Holder an amount in cash equal to the Closing Sale Price on the Principal Market of such fractional ADS on the date of exercise. The Company Holder shall pay any and all taxes and expenses which may be payable with respect to the issuance and delivery of Warrant Shares ADSs upon exercise of this Warrant. The , unless otherwise agreed in any Transaction Agreement. (b) In the case of Warrant ADSs issued with any restrictive legends, upon the Company's obligations ’s receipt of notice and representation letters and other documents reasonably requested by the Depositary from the Holder that (A) Warrant ADSs containing any restrictive legends have been resold in reliance on an effective resale registration statement relating to issue and deliver the resale of ADSs representing Warrant Shares ADSs or pursuant to Rule 144, or (B) Warrant ADSs containing any restrictive legends that are beneficially owned by it have become freely tradable pursuant to Rule 144 without the requirement for the Company to be in accordance compliance with the terms current public information required under Rule 144 as to such Warrant ADSs and subject without volume or manner-of-sale restrictions, accompanied by a certificate or certificates evidencing the Warrant ADSs, if any, that have been sold pursuant to clause (A) above or for which the legend is to be removed pursuant to clause (B) above, the Company shall within ten (10) Business Days cause to be issued and delivered for deposit to the conditions hereof are absolute and unconditional, irrespective of Depositary irrevocable instructions that the Depositary deliver ADSs without any action or inaction by the Holder to enforce the same, any waiver or consent restrictive legend with respect to such Warrant ADSs to or upon the directions of the Holder and such other documents as the Depositary may reasonably require from the Company in connection therewith. From and after the date the Company receives the notice specified in clause (B) above, Warrant ADSs which are subsequently issued upon exercise of this Warrant shall not bear a restrictive legend, provided that the conditions specified in clause (B) above are still satisfied at such time. If the Company fails to cause the Depositary to deliver ADSs representing Warrant ADSs pursuant to the terms of this Warrant, then the Company shall fully indemnify the Holder for any provision hereofliabilities, the recovery judgments, costs, losses, fines and expenses of any judgment against any Person or any action to enforce kind the same, or any setoff, counterclaim, recoupment, limitation or terminationHolder incurs in connection with such failure.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (Ax) if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant, payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash or by wire transfer of immediately available funds, or (By) if the provisions of Section 3(e) are applicable, by notifying the Company pursuant to the Exercise Notice that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)) (collectively, the satisfaction of the aforementioned requirements is referred to herein as “Exercise”). The Holder shall not be required to deliver the original Warrant in order to effect an exercise Exercise hereunder, provided that in the event of an Exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is surrendered to the Company by the second Trading Day following the date on which the Warrant has been duly Exercised. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Business Day following the date on which the Company Warrant has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice been duly Exercised (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if anyExercise. Upon delivery of the Exercise NoticeExercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercisedExercised, irrespective of the date such Warrant Shares are credited to the Holder's ’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading five Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision upon exercise hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(d)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written noticenotice (which may be by facsimile or email), in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution ; provided, that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is surrendered to the Company’s transfer agent through DTC’s Deposit Withdrawal Agent Commission system (“DWAC System”) by the second (2nd) Trading Day following the date on which the Company’s transfer agent for the Common Stock and delivery of Warrants (“Transfer Agent”) has received the Exercise Notice. Within one (1) Trading Day following the date of exercise as aforesaid, the Holder shall deliver the Aggregate Exercise Price for the shares specified in the applicable Exercise Notice with respect to less than all by wire transfer or cashier’s check drawn on a United States bank. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required, except as may be required by the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant SharesCompany’s transfer agent. On or before the first (1st) Trading Day following the date on which the Company or the Transfer Agent has received the Exercise Notice, the Company or the Transfer Agent shall transmit by email or facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On The Company or the Transfer Agent shall deliver any objection to the Exercise Notice on or before the third first (3rd1st) Trading Day following the date on which the Company or the Transfer Agent has received the Exercise Notice. In the event of any discrepancy or dispute, so long as the Holder delivers records of the Aggregate Exercise Price Company and the Transfer Agent shall be controlling and determinative in the absence of manifest error. On or before the earlier of (or notice of a Cashless Exercisei) on or prior to the second third (2nd3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date on which the Holder has delivered to the Company has received the a duly completed and executed Exercise Notice (the "“Share Delivery Date") (provided that if ”), and the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered)Price, the Company shall (X) provided that the or its Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Programshall, upon the request of the Holder, credit such aggregate number of Warrant Shares shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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 Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.Upon

Mechanics of Exercise. Subject to the terms and conditions hereof, The Holder may exercise this Warrant may be exercised by the Holder at any time or times on or after the Original Issue DateOption, in whole or in part, at any time and from time to time, by (i) delivery delivering to the offices of the Company or any transfer agent for the Common Stock this Option, together with a written notice, Notice of Exercise in the form attached annexed hereto as Exhibit A (specifying the "Exercise Notice")dollar amount and number of Option Shares with respect to which this Option is being exercised, of the Holder's election to exercise this Warrant and (ii) (A) together with payment to the Company of an the Exercise Price therefor. In the event that this Option is not exercised in full, the aggregate purchase price hereunder shall be reduced by the dollar amount equal for which this Option is exercised and/or surrendered, and the Company, at its expense, shall within three (3) Trading Days (as defined below) issue and deliver to the applicable Exercise Price multiplied by Holder a new Option of like tenor in the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price") in cash by wire transfer of immediately available funds, or (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery name of the Exercise Notice with respect Holder or as the Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such adjusted Option. Certificates for shares of Common Stock purchased hereunder shall be delivered to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first Holder hereof within two (1st2) Trading Day following Days after the date on which this Option shall have been exercised as aforesaid. The Holder may withdraw its Notice of Exercise at any time if the Company has received fails to timely deliver the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice relevant certificates to the Holder and as provided in this Agreement. In lieu of delivering physical certificates representing the Option Shares issuable upon conversion of this Option, provided the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program("FAST") program, credit such aggregate number upon request of Warrant the Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Option Shares to which the Holder is entitled pursuant to such issuable upon exercise to the Holder, by crediting the account of the Holder's or its designee's balance account prime broker with DTC through its Deposit / Withdrawal At Custodian Agent Commission ("DWAC") system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier . The time periods for delivery described above shall apply to the address as specified in electronic transmittals through the Exercise Notice, a certificate, registered in the Company's share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exerciseDWAC system. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses agrees to coordinate with respect DTC to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which accomplish this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationobjective.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times on or day after the Original Issue Issuance Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and Warrant. Within two (ii2) (A) days following the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash or by wire transfer of immediately available funds, or (B) if provided the provisions of conditions for cashless exercise set forth in Section 3(e1(e) are applicablesatisfied, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise. The Holder shall not be required to deliver the original Warrant Exercise (as defined in order to effect an exercise hereunderSection 1(e)). Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Business Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Business Day following the date on which the Company has received the Exercise Notice (the "“Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer Program (the “FAST Program”), upon the request of the Holder, credit such aggregate number of Warrant Common Shares to which the Holder is entitled pursuant to such exercise to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal At Custodian Agent Commission system, or (Y) ), if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer FAST Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designee, for the number of Warrant Common Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder so purchased shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited be issued to the Holder's DTC account Holder or the date Holder’s designee, as the record owner of delivery of the certificates evidencing such Warrant Shares, as of the case may beclose of business on the date of exercise. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares Company shall pay to be issued shall be rounded up Holder cash equal to the nearest whole numberproduct of such fraction multiplied by the Closing Sale Price of one Warrant Share on the Share Delivery Date. The Company shall pay any and all transfer taxes and transfer agent fees which may be payable with respect to the issuance and delivery of Warrant Shares to the Holder upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery of a written noticenotice (which may be by facsimile or email), in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "“Aggregate Exercise Price"”) in cash by or wire transfer of immediately available funds, or funds (B) if the provisions of Section 3(e) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless “Cash Exercise”). The Holder shall not be required to deliver the original surrender this Warrant in order to effect an exercise hereunder. Execution ; provided, that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is surrendered to the Company’s transfer agent by the second (2nd) Trading Day following the date on which the Company’s transfer agent for the Warrants and delivery of Preferred Stock (“Transfer Agent”) has received the Exercise Notice. Within one (1) Trading Day following the date of exercise as aforesaid, the Holder shall deliver the Aggregate Exercise Price for the shares specified in the applicable Exercise Notice with respect to less than all by wire transfer or cashier’s check drawn on a United States bank. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required, except as may be required by the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant SharesCompany’s transfer agent. On or before the first (1st) Trading Day following the date on which the Company or the Transfer Agent has received the Exercise Notice, the Company or the Transfer Agent shall transmit by email or facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On The Company or the Transfer Agent shall deliver any objection to the Exercise Notice on or before the third first (3rd1st) Trading Day following the date on which the Company or the Transfer Agent has received the Exercise Notice. In the event of any discrepancy or dispute, so long as the Holder delivers records of the Aggregate Exercise Price Company and the Transfer Agent shall be controlling and determinative in the absence of manifest error. On or before the earlier of (or notice of a Cashless Exercisei) on or prior to the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date on which the Holder has delivered to the Company has received the a duly completed and executed Exercise Notice (the "“Share Delivery Date"”) (provided that if and the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered)Price, the Company shall (X) provided that the or its Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Programshall, credit upon the request of the Holder, issue and register such aggregate number of Warrant Shares shares of Series A-4 Preferred 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 At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's share register book-entry form in the name of such Holder thereof in accordance with the Holder or its designee, for the number of Warrant Shares instructions delivered to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to by the issuance of Warrant Shares via DTC, if anyCompany. Upon delivery of the Exercise NoticeNotice and the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the book-entry accounts evidencing such Warrant Shares are credited Shares. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Principal Market with respect to the Holder's DTC account or Common Stock as in effect on the date of delivery of the certificates evidencing such Warrant Shares, as the case may beExercise Notice. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company Transfer Agent shall as soon as practicable and in no event later than three ten (310) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares issuable purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable based on the income of the Holder or in respect of any transfer involved in the registration of any book-entry accounts for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Company's obligations to issue and deliver Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof. If the Company shall fail for any reason or for no reason to register the shares of Series A-4 Preferred Stock in accordance with the terms Holder’s account for such number of shares of Series A-4 Preferred Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant, then the Holder shall be entitled, but not required, to rescind the previously submitted Exercise Notice and subject the Company or the Transfer Agent shall return all consideration paid by Holder for such shares upon such rescission. Notwithstanding anything herein to the conditions hereof are absolute and unconditionalcontrary, irrespective of the Company shall not be required to make any action or inaction by cash payments to the Holder to enforce in lieu of issuance of the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationWarrant Shares.

Mechanics of Exercise. Subject to the terms and conditions hereofhereof (including, without limitation, the limitations set forth in Section 1(g)), this Warrant may be exercised by the Holder at on any time or times day on or after the Original Issue Issuance Date, in whole or in part, by (i) delivery to the Company of a written notice, in the form attached hereto as Exhibit A (the "“Exercise Notice"”), of the Holder's ’s election to exercise this Warrant. Within one (1) trading day following an exercise of this Warrant and (ii) (A) as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price (as defined below) multiplied by the number of Warrant Shares as to which this Warrant is being was so exercised (the "“Aggregate Exercise Price"”) in cash by or via wire transfer of immediately available funds, or (B) funds if the provisions of Section 3(e) are applicable, by notifying Holder did not notify the Company in such Exercise Notice that this Warrant is being exercised the exercise was made pursuant to a Cashless ExerciseExercise (as defined in Section 1(e)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of the an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. Notwithstanding the foregoing, if all or before any portion of this Warrant is cancelled, the first (1st) Trading Day following the date on which Holder will promptly deliver this Warrant to the Company has received upon request (and in exchange for a replacement Warrant in the event of partial cancellation as provided herein). Promptly, and in any event with in three (3) trading days, after receipt of fully-completed and executed Exercise Notice, together with the Aggregate Exercise Price if applicable, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice Notice, in the form attached hereto as Exhibit B, to the Holder and the Company's ’s transfer agent (the "“Transfer Agent"”). On or before the third (3rd) Trading Day following the date on which , unless the Company has received is acting as its own transfer agent, and, further, shall issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, so long as to any designee of the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which whom the Holder is entitled pursuant permitted to such exercise to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian systemtransfer this Warrant, or (Y) if the Transfer Agent is not participating any agent thereof, in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier each case to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company's ’s share register in the name of the Holder or its designeesuch designee (as indicated in the applicable Exercise Notice), for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the executed Exercise NoticeNotice and payment of the Aggregate Exercise Price if applicable, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number . In lieu of any fractional Warrant Shares to which the Holder would otherwise be issued entitled hereunder, the Company shall be rounded up make a cash payment equal to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares Exercise Price then in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction effect multiplied by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or terminationsuch fraction.