Common use of Mechanics of Exercise Clause in Contracts

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). On or before the NINTH Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, credit such aggregate number of Common 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 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 name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Date, 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 certificates evidencing such Warrant Shares. 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 following any exercise, but in no event later than NINE Business Days following the Exercise Date, 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 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 Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all 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.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (Ba “Cash Exercise”) by notifying (the Transfer Agent items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is being exercised pursuant in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a Cashless Exercise (as defined in Section 1(d))reasonable time after such exercise. On or before the NINTH Business first Trading Day following the date on which the Company has received the Exercise Delivery 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 Delivery Documents to the Holder and the Company’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 second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that cause the Transfer Agent is participating in The to credit the account of the Purchaser’s prime broker with the Depository Trust Company System (“DTC”as directed by such Purchaser) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, credit such aggregate number of Common 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 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 name of the Holder or its designee, for the number of Common Warrant Shares to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateNotice, 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 certificates evidencing Warrant Shares to such Warrant SharesHolders’ prime broker account with the Depository Trust Company System. 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 following any exercise, but and in no event later than NINE Business three Trading Days following the Exercise Date, after any such submission and at its own expense, issue a new Warrant (in accordance with Section 6(d7(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 has been and/or is exercised. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, taxes and other expenses of the Company (including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense 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 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.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant to the Transfer Agent at the address set forth in Section 7Warrant, 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 or by wire transfer of immediately available funds or (Ba “Cash Exercise”) by notifying (the Transfer Agent items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is being exercised pursuant in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a Cashless Exercise (as defined in Section 1(d))reasonable time after such exercise. On or before the NINTH Business first Trading Day following the date on which the Company has received the Exercise Delivery 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 Delivery Documents to the Holder and the Company’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 second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), 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 that so long as the Common Shares certificates therefor are eligiblenot required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) ), 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 share register in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery 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 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 following any exercise, but and in no event later than NINE Business three Trading Days following the Exercise Date, after any such submission and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) 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 has been and/or is exercised. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, taxes and other expenses of the Company (including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares and a replacement Warrant (if necessary) 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 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.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) provided the conditions for cashless exercise set forth in Section 1(d) are satisfied, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (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 NINTH first (1st) Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (collectively, the “Exercise Delivery Documents”), the Company shall transmit by facsimile or electronic mail an acknowledgment of receipt of the Exercise Delivery Documents to the Holder and Continental Stock Transfer & Trust Company (the Company’s “Transfer Agent”). On or before the third (3rd) Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of Common 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 Deposit/Withdrawal Agent Commission At Custodian (“DWAC”) system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or the Holder does not request delivery of the Warrant Shares via DWAC, 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 Common Warrant Shares to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery 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 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 following any exercise, but and in no event later than NINE three Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. 1 Insert a number of shares equal to 50% of the number of shares of common stock purchased under the Underwriting Agreement.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)4.3), this Warrant each Purchaser may be exercised by at any time and from time to time exercise its Call Option for up to the Holder commencing aggregate of the number of Option Shares set forth opposite such Purchaser’s name in column (3) on the Schedule of Purchasers until the earlier of (i) the date that is six ten (610) Trading Days after the twelve (12) month anniversary of the date on which all of the Option Shares have been registered for resale for the benefit of the Purchasers under one or more registration statements of the Company which have been declared effective by the United States Securities and Exchange Commission (the “SEC”) and (ii) the date that is eighteen (18) months plus one day following from the Closing Date date hereof (as defined in such earlier date, the Securities Purchase Agreement“Call Option Termination Date”), and continuing until the Expiration Date, . Such Call Option may be exercised in whole or in part, by (ix) delivery to the Transfer Agent (with a copy to the Company) Grantor of a written notice, in the form attached hereto as Exhibit A (the “Exercise Call Option Notice”), of the Holdersuch Purchaser’s election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, a Call Option and (iii) (Ay) payment to the Company Grantor of an amount equal to the applicable Exercise Call Option Purchaser Price multiplied by the applicable number of Warrant Option Shares as to which this Warrant a Call Option is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds funds. On or before the first (B1st) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise Trading Day (as defined in Section 1(d)below) following the date on which the Grantor has received the Call Option Notice, the Grantor shall transmit by facsimile an acknowledgment of confirmation of receipt of the Call Option Notice to such Purchaser, the Company and the Company’s transfer agent (the “Transfer Agent”). On or before the NINTH Business third (3rd) Trading Day following the date on which the Grantor has received the Call Option Notice, so long as such Purchaser delivers the Aggregate Exercise Price on or prior to the second (2nd) Trading Day following the date on which the Grantor has received the applicable Call Option Notice (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received provided, that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (or 1) Trading Day after the Transfer Agent has received notice of a Cashless ExerciseAggregate Exercise Price is delivered), the Company Grantor shall (X) provided that take all steps necessary to cause the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, credit such applicable aggregate number of Common Option Shares to which the Holder such Purchaser is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier be issued to the address applicable Purchaser, in such Purchaser’s name, in certificate form and each such certificate may, if required by the Company, bear a legend as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Date, 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 certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares follows: “The securities represented by this Warrant submitted for exercise is greater than certificate have not been registered under the number Securities Act of Warrant Shares being acquired upon an exercise1933, then the Company shall as soon as practicable following any exercise, but in no event later than NINE Business Days following the Exercise Date, and at its own expense, issue a new Warrant amended (in accordance with Section 6(d)“Act”) 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. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole numberor applicable state law. The Company shall pay any and all taxessecurities may not be offered for sale, including without limitationsold or otherwise transferred, all documentary stampin whole or in part, transfer or similar taxesexcept pursuant to an effective registration statement under the Act, or other incidental expense that may be payable with respect pursuant to an exemption from registration under the issuance Act and delivery of Warrant Shares upon exercise of this Warrantapplicable state law.”

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)4.3), this Warrant each Purchaser may be exercised by at any time and from time to time exercise its Call Option for up to the Holder commencing aggregate of the number of Option Shares set forth opposite such Purchaser’s name in column (3) on the Schedule of Purchasers until the earlier of (i) the date that is one (1) Trading Day after the six (6) month anniversary of the date on which all of the Option Shares have been registered for resale for the benefit of the Purchasers under one or more registration statements of the Company which have been declared effective by the United States Securities and Exchange Commission (the “SEC”) and (ii) the date that is fourteen (14) months plus one day following from the Closing Date date hereof (as defined in such earlier date, the Securities Purchase Agreement“Call Option Termination Date”), and continuing until the Expiration Date, . Such Call Option may be exercised in whole or in part, by (ix) delivery to the Transfer Agent (with a copy to the Company) Grantor of a written notice, in the form attached hereto as Exhibit A (the “Exercise Call Option Notice”), of the Holdersuch Purchaser’s election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, a Call Option and (iii) (Ay) payment to the Company Grantor of an amount equal to the applicable Exercise Call Option Purchaser Price multiplied by the applicable number of Warrant Option Shares as to which this Warrant a Call Option is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds funds. On or before the first (B1st) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise Trading Day (as defined in Section 1(d)below) following the date on which the Grantor has received the Call Option Notice, the Grantor shall transmit by facsimile an acknowledgment of confirmation of receipt of the Call Option Notice to such Purchaser, the Company and the Company’s transfer agent (the “Transfer Agent”). On or before the NINTH Business third (3rd) Trading Day following the date on which the Grantor has received the Call Option Notice, so long as such Purchaser delivers the Aggregate Exercise Price on or prior to the second (2nd) Trading Day following the date on which the Grantor has received the applicable Call Option Notice (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received provided, that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (or 1) Trading Day after the Transfer Agent has received notice of a Cashless ExerciseAggregate Exercise Price is delivered), the Company Grantor shall (X) provided that take all steps necessary to cause the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, credit such applicable aggregate number of Common Option Shares to which the Holder such Purchaser is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier be issued to the address applicable Purchaser, in such Purchaser’s name, in certificate form and each such certificate may, if required by the Company, bear a legend as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Date, 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 certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares follows: “The securities represented by this Warrant submitted for exercise is greater than certificate have not been registered under the number Securities Act of Warrant Shares being acquired upon an exercise1933, then the Company shall as soon as practicable following any exercise, but in no event later than NINE Business Days following the Exercise Date, and at its own expense, issue a new Warrant amended (in accordance with Section 6(d)“Act”) 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. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole numberor applicable state law. The Company shall pay any and all taxessecurities may not be offered for sale, including without limitationsold or otherwise transferred, all documentary stampin whole or in part, transfer or similar taxesexcept pursuant to an effective registration statement under the Act, or other incidental expense that may be payable with respect pursuant to an exemption from registration under the issuance Act and delivery of Warrant Shares upon exercise of this Warrantapplicable state law.”

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(c)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (Ba “Cash Exercise”) by notifying (the Transfer Agent items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is being exercised pursuant in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a Cashless Exercise (as defined in Section 1(d))reasonable time after such exercise. On or before the NINTH Business first Trading Day following the date on which the Company has received the Exercise Delivery 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 Delivery Documents to the Holder and the Company’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 second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that cause the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, credit such aggregate number of Common 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 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 name of the Holder or its designee, for certificate representing the number of Common Warrant Shares to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateNotice, 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 certificates evidencing Warrant Shares to such Warrant SharesHolder. 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 following any exercise, but and in no event later than NINE Business three Trading Days following the Exercise Date, after any such submission and at its own expense, issue a new Warrant (in accordance with Section 6(d7(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 has been and/or is exercised. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, taxes and other expenses of the Company (including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense 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 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.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). On or before the NINTH fifth Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, credit such aggregate number of Common 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 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 name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Date, 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 certificates evidencing such Warrant Shares. 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 following any exercise, but in no event later than NINE 5 Business Days following the Exercise Date, 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 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 Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all 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.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (Ba “Cash Exercise”) by notifying (the Transfer Agent items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is being exercised pursuant in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a Cashless Exercise (as defined in Section 1(d))reasonable time after such exercise. On or before the NINTH Business first Trading Day following the date on which the Company has received the Exercise Delivery 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 Delivery Documents to the Holder and the Company’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 second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the third Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that cause the Transfer Agent is participating in The to credit the account of the Purchaser’s prime broker with the Depository Trust Company System (“DTC”as directed by such Purchaser) Fast Automated Securities Transfer Program and that with the Common Shares are eligible, upon the request of the Holder, credit such aggregate number of Common 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 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 entitled. Upon delivery of the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Date, 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 certificates evidencing Warrant Shares to such Warrant SharesHolder’s prime broker account with the Depository Trust Company System. 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 following any exercise, but and in no event later than NINE Business three Trading Days following the Exercise Date, after any such submission and at its own expense, issue a new Warrant (in accordance with Section 6(d7(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 has been and/or is exercised. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, taxes and other expenses of the Company (including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense 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 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.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing at any time on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Issuance Date, in whole or in partwhole, by (i) delivery to the Transfer Agent (with a copy to the Companywhether via facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, and (iii) (A) 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 then issuable under this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds (a “Cash Exercise”) or (B) if the provisions of Section 1(c) are applicable, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Loan Reduction Exercise (as defined in Section 1(d1(c)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. On or before the NINTH Business first Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Company has received the (i) In the case of a Cash Exercise, (A) so long as the Holder delivers the Aggregate Exercise Price on or prior to the second Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the third Trading Day following the date on which the Exercise Notice has been delivered to the Company, or (B) if the Holder does not deliver the Aggregate Exercise Price on or prior to the second Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the second Trading Day following the date on which the Aggregate Exercise Price is delivered, or (ii) in the case of a Loan Reduction Exercise, on or prior to the third Trading Day following the date on which the Exercise Notice has been delivered to the Company, the Company shall cause the Transfer Agent to register by book entry, as described in Section 1(g) below, the transfer and delivery of the Warrant Shares issuable to the Holder upon such exercise and deliver to the Holder an Ownership Notice (as defined in Section 1(g)) relating to such Warrant Shares. Notwithstanding the preceding sentence, in the event the Holder exercises the Warrant in connection with a pending sale transaction of the Warrant Shares issuable to the Holder upon such exercise, the Company shall use commercially reasonable efforts to cause the Transfer Agent to register such transfer and effect delivery of the Warrant Shares no later than the Trading Day on which the Company has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or in the Transfer Agent has received notice case of a Cashless Cash Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request . Upon delivery of the Holder, credit such aggregate number Exercise Notice and Aggregate Exercise Price (in the case of Common Shares to which the Holder is entitled pursuant to such exercise a Cash Exercise) to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal 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 name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise DateCompany, 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 in the Holder’s name or delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted Ownership Notice in connection with any exercise pursuant respect thereof 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 following any exercise, but in no event later than NINE Business Days following the Exercise Date, 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 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 Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole numberHolder occurs. The Company shall pay any stamp, issuance and all similar taxes, including costs and expenses (including, without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that 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 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 or recoupment; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to a Cash Exercise prior to the Holder’s delivery of the Aggregate Exercise Price. All Warrant Shares issued upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholders of the Company and free and clear of all liens imposed by or through the Company.

Mechanics of Exercise. 1.1.1 Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Issuance Date, in whole or in part, by (i) delivery to the Transfer Agent (with of a copy written notice to the Company) of a written notice, in the form attached hereto as Exhibit A Appendix 1 (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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”), with such payment made, at Investor’s option, (x) in cash or by wire transfer of immediately available funds funds, (y) by the issuance and delivery of a recourse promissory note substantially in the form attached hereto as Appendix 2 (each, a “Recourse Note”), or (Bz) if applicable, by notifying the Transfer Agent that this Warrant is being exercised cashless exercise pursuant to Section 1.3. 1.1.2 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 Cashless Exercise (as defined in Section 1(d)). new Warrant evidencing the right to purchase the remaining number of Warrant Shares. 1.1.3 On or before the NINTH Business Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received each of the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (the “Exercise Delivery Documents”) from the Holder by 6:30 p.m. Eastern time, or on the Transfer Agent has next Trading Day if the Exercise Delivery Documents are received notice of after 6:30 p.m. Eastern time or on a Cashless Exercisenon-Trading Day (in each case, the “Exercise Delivery Date”), the Company shall transmit (Xi) provided that a facsimile acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder, and (ii) an electronic copy of its share issuance instructions to the Holder and to the Company’s transfer agent (the “Transfer Agent”), with such transmissions to comply with the notice provisions contained in Section 6.2 of the Purchase Agreement, and shall instruct and authorize the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, to credit such aggregate number of Common freely-tradable Warrant Shares to which the Holder is entitled pursuant to receive upon such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (DTC) through the Fast Automated Securities Transfer (FAST) Program through its Deposit Withdrawal Agent Commission (DWAC) system, or (Y) with such credit to occur no later than 12:00 p.m. Eastern Time on the Trading Day following the Exercise Delivery Date, time being of the essence; provided, however, that if the Transfer Agent Warrant Shares are not credited as DWAC Shares by 12:00 p.m. Eastern Time on the Trading Day following the Exercise Delivery Date, then the Tranche Closing Date applicable to the Exercise Notice shall be extended by one Trading Day for each Trading Day that timely credit of DWAC Shares is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in made. 1.1.4 Upon delivery of the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise DateDelivery 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 of delivery of the certificates evidencing such Warrant SharesShares are credited to the Holder’s DTC account. Any Warrant delivered in connection with a Tranche Notice and exercised by Holder shall be deemed exercised (i) on the Tranche Notice Date, if exercised by 6:30 p.m. Eastern time on the Tranche Notice Date, or (ii) on the next Trading Day, if exercised by Investor after 6:30 p.m. Eastern Time on the Tranche Notice Date or on any other date, in each case with Holder deemed to be a holder of record as of such date. 1.1.5 If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) exercised 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 such exercise, then the Company shall shall, as soon as practicable following any exercise, but and in no event later than NINE Business Days following one Trading Day after such exercise, update the Tranche Exercise Date, and at its own expense, issue a new Warrant (in accordance with Section 6(d)) representing Schedule to reflect the right to purchase the revised number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to for which this Warrant is exercisedthen exercisable and deliver a copy of the updated Tranche Exercise Schedule to the Holder. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder, provided that in the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant may be exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, and (iii) (A) payment surrendered to the Company of an amount equal to the applicable Exercise Price multiplied by the number second (2nd) Trading Day following the date on which the Company has received each 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) by notifying the Transfer Agent that Notice and, if this Warrant is being exercised pursuant to a Cashless Cash Exercise, the Aggregate Exercise Price (as defined in Section 1(d)the “Exercise Delivery Documents”). On or before the NINTH Business first (1st) Trading Day following the date on which the Company has received the Exercise Delivery Documents, the Company shall transmit by email or facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’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 fifth (5th) Trading Day following the date on which the Company has received the Exercise Notice duly completed and executed by the Holder, and in the case of a Cash Exercise, the Aggregate Exercise Price (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleshall, upon the request of the Holder, credit such aggregate number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit Withdrawal 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 share register in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery Documents and surrender of this Warrant, 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 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 following any exercise, but and in no event later than NINE Business five (5) Trading Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(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. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense taxes 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 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.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(d)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery to the Transfer Agent (with a copy to the Company) 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 election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) by notifying a “Cash Exercise”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, that in the Transfer Agent that event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, this Warrant is being exercised pursuant 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 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 by wire transfer or cashier’s check drawn on a Cashless Exercise (as defined United States bank unless the cashless exercise procedure specified in Section 1(d))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 Company’s transfer agent. On or before the NINTH Business 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 Transfer Agent. The Company or the Transfer Agent shall deliver any objection to the Exercise Notice on or before the first (1st) 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, the records of the Company and the Transfer Agent shall be controlling and determinative in the absence of manifest error. On or before the earlier of (i) the third (3rd) 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 a duly completed and executed Exercise Notice (the “Share Delivery Date”) following ), and, in the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received case of a Cash Exercise, the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise)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 and that the Common Shares are eligibleshall, upon the request of the Holder, credit such aggregate number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission 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 name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Date, 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 Upon delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) Exercise Notice 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 exerciseAggregate Exercise Price, then the Company shall as soon as practicable following any exercise, but in no event later than NINE Business Days following the Exercise Date, 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 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 Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all 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

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)1(c) and Section 4), this Warrant Option may be exercised by the Holder commencing Purchaser at any time or times on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Effective Date, in whole or in part, subject to Section 1(c), by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “"Exercise Notice”"), of the Holder’s duly completed and executed by Purchaser, stating Purchaser's election to exercise this WarrantOption, the number of shares of Series A Preferred Stock being tendered in exchange for LifeMap Shares upon exercise of this Option, and the number of LifeMap Shares being issued upon such exchange, and (ii) surrendering this Warrant to the Transfer Agent at the address set forth delivery of shares of Series A Preferred Stock, endorsed in Section 7blank, and (iii) (A) payment to the Company of an amount equal to be exchange for LifeMap Shares at the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) Exchange Ratio then in cash or by wire transfer of immediately available funds or (B) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d))effect. On or before the NINTH Business first (1st) Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received the Exercise Notice and this Warrant shares of Series A Preferred Stock, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Purchaser and the transfer agent of the LifeMap Shares (the "Transfer Agent"), if any. On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Purchaser delivers a number of shares of Series A Preferred Stock sufficient for such exercise at the Exchange Ratio (the “Aggregate Exercise Price Option Exchange Shares”) on or prior to the second (or 2nd) Trading Day following the Transfer Agent date on which the Company has received notice of a Cashless Exercisethe Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Option Exchange Shares have not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Option Exchange Shares are delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the HolderProgram, credit such aggregate number of Common LifeMap Shares to which the Holder Purchaser is entitled pursuant to such exercise to the Holder’s Purchaser's or its designee’s 's balance account with DTC through its Deposit / Withdrawal Agent Commission At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or if there is no Transfer Agent, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder Purchaser or its designee, for the number of Common LifeMap Shares to which the Holder Purchaser is entitled pursuant to such exercise. Effective upon the Exercise Date, the Holder The Company shall be deemed responsible for all corporate purposes to have become the holder of record fees and expenses of the Warrant Shares Transfer Agent and all fees and expenses with respect to which this Warrant has been exercisedthe transfer of LifeMap Shares to the Purchaser, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. 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 following any exercise, but in no event later than NINE Business Days following the Exercise Date, 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 purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercisedif any. No fractional Common LifeMap Shares are to be issued upon the exercise of this WarrantOption, but rather the number of Common LifeMap Shares to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery transfer of Warrant LifeMap Shares to the Purchaser upon exercise of this WarrantOption.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(e)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, and (iii) (A) if 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 funds (a “Cash Exercise”) or (B) if the provisions of Section 1(d) are applicable, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to surrender 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 within a reasonable time after such exercise. On or before the NINTH Business first 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 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 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”) following (provided that if the date Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (the “Exercise Date”1) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received Trading Day after the Aggregate Exercise Price (or the Transfer Agent has received 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 that so long as the Common Shares certificates therefor are eligiblenot required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) ), 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 share register in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateNotice, 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 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 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 following any exercise, but and in no event later than NINE Business three Trading Days following the Exercise Date, after any such submission and at its own expense, issue a new Warrant (in accordance with Section 6(d7(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 has been and/or is exercised. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, taxes and other expenses of the Company (including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense 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 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. While this Warrant remains outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast Automated Securities Transfer Program.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing at any time or times on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Initial Exercisability Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (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 NINTH Business 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 (the “Share Delivery Date”) following ), so long as the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received Holder delivers the Aggregate Exercise Price (or the Transfer Agent has received 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 Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of Common 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 Agent Commission 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 Common Warrant Shares to which the Holder is entitled pursuant to such exercise. Effective upon 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 DateNotice, 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 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 following any exercise, but and in no event later than NINE Business three (3) Trading Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) representing the right to purchase the number of Warrant Shares purchasable 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 Common Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that 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 (including, without limitation, the limitations set forth in Section 1(f1(e)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery to the Transfer Agent (with a copy to the Company) of a written noticenotice to the principal office of American Stock Transfer & Trust Company, LLC (the “Warrant Agent”), in substantially the form attached hereto as Exhibit A (the “Exercise Notice”), or at such other office or agency as the Warrant Agent may designate, of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, and (iii) if both (A) the Holder is not electing a Cashless Exercise (as defined below) 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 funds or (B) a “Cash Exercise”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder, provided that this Warrant is surrendered to the Company by notifying the Transfer Agent that third 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 Cashless Cash Exercise, the Aggregate Exercise Price (as defined in Section 1(dthe “Exercise Delivery Documents”)). The Warrant Agent shall deliver any objection to the Exercise Delivery Documents on or before the second Trading Day following the date on which the Warrant Agent has received all of the Exercise Delivery Documents. On or before the NINTH Business third Trading Day following the date on which the Warrant Agent has received all of the Exercise Delivery Documents and after the Warrant Agent shall have received this Warrant (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall Warrant Agent shall, (X) provided that the Transfer Warrant Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”) and that so long as the Common Shares certificates therefor are eligiblenot required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of Common Ordinary 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 Agent Commission system, or (Y) ), if the Transfer Warrant 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 share register in the name of the Holder or its designee, for the number of Common Ordinary Shares to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery Documents and surrender of this Warrant, 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 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 following any exercise, but and in no event later than NINE Business five Trading Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(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. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, taxes and other expenses of the Company (including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense 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 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.

Mechanics of Exercise. Subject to Sections 7 and 8, a Holder may exercise a Warrant evidenced by this Global Warrant Certificate by delivering to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Date, in whole or in part, by Agent (i) delivery to the Transfer Agent (with a copy to the Company) of a written an exercise notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrantappropriately completed and duly executed, (ii) surrendering this Warrant to the a properly completed and duly executed Exercise/Transfer Agent at the address set forth in Section 7Certificate, and (iii) (A) payment to in full of the Company of an amount equal to the applicable Exercise Price multiplied by the number of then in effect for each Warrant Shares Share as to which this a Warrant is being exercised and any documentary, stamp or transfer tax, or other applicable tax or governmental charges ((i) through (iii), collectively, the “Aggregate Exercise PriceDelivery Documents”) ); provided, however, that in lieu of exercising such Warrant by payment of cash, the Holder may elect to exercise such Warrant on a cashless basis, in which event the Company shall deliver to the Holder the Cashless Consideration. If such Warrant is exercised on a cash basis, payment of the aggregate Exercise Price due shall be made by the Holder by check or by wire transfer payable to the order of immediately available funds or the Company. The date such items (Bother than the payment of cash in the case of a cashless exercise) by notifying are delivered to the Transfer Warrant Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined determined in Section 1(d)). accordance with the notice provisions hereof) is an “Exercise Date.” On or before the NINTH tenth Business Day following the date on which the Warrant Agent has received all of the Exercise Delivery Documents (other than the payment of cash in the case of a cashless exercise) (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company Warrant Agent shall (Xi) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibletransfer promptly to, or upon the request written order of, the Holder of the Holdersuch Warrant, credit such aggregate number appropriate evidence of ownership of any shares of Common Shares Stock or other securities or property (including money) to which the Holder is entitled pursuant to entitled, registered or otherwise placed in such exercise name or names as may be directed in writing by the Holder, and (ii) deliver such evidence of ownership and any other securities or property (including money) to the Holder’s Person or its designee’s balance account Persons entitled to receive the same (together with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating an amount in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified cash in the Exercise Notice, a certificate, registered in the name lieu of the Holder or its designee, for the number any fractional share of Common Shares to Stock, if applicable, as provided in Section 8). Any Warrant evidenced by this Global Warrant Certificate which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Date, the Holder exercised hereunder shall be deemed for all corporate purposes to have become been exercised immediately prior to the holder open of record of business on the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. 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 following any exercise, but in no event later than NINE first Business Days Day following the Exercise Date, and at its own expense, issue a new Warrant (in accordance with Section 6(d)) representing the right Person entitled to purchase the number receive any shares of Warrant Shares purchasable immediately prior to Common Stock or other securities or property deliverable upon such exercise under this Warrantshall, less as between such Person and the number Company, be deemed to be the Holder of Warrant Shares with respect such shares of Common Stock or other securities or property of record as of the open of business on such date and shall be entitled to receive any money, shares of Common Stock or other securities or property to which this Warrant is exercised. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all 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 Warrantsuch Person would have been entitled had he been a record holder on such date.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Date, of Issuance in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds funds. 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 second Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (B) the “Exercise Delivery Documents”), the Company shall transmit by notifying facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent (the “Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)Agent”). On or before the NINTH Business second Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) 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 shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery 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 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 following any exercise, but and in no event later than NINE three Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d5(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(d)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, and (iii) 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, or an exemption from registration under the Securities Act is available for the issuance of the Warrant Shares, payment to VStock Transfer, LLC (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 or by wire transfer of immediately available funds or (Ba “Cash Exercise”). 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 Warrant Shares then issuable hereunder, this Warrant is surrendered to the Warrant Agent by the second (2nd) by notifying Trading Day following the Transfer date on which the Warrant Agent that has received each of the Exercise Notice and, if this Warrant is being exercised pursuant to a Cashless Cash Exercise, the Aggregate Exercise Price (as defined in Section 1(d)the “Exercise Delivery Documents”). On or before the NINTH Business third (3rd) Trading Day following the date on which the Company has received the Exercise Notice duly completed and executed by the Holder, and in the case of a Cash Exercise, the Aggregate Exercise Price (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Warrant Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleshall, upon the request of the Holder, credit such aggregate number of shares of Class A Common Shares Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission systemsystem provided the Holder causes its prime broker or their 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 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 share register in the name of the Holder or its designee, for the number of shares of Class A Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery Documents and surrender of this Warrant, 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 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 Warrant Agent shall as soon as practicable following any exercise, but and in no event later than NINE Business three (3) Trading Days following the Exercise Date, after any exercise and at its the Company’s own expense, issue a new Warrant (in accordance with Section 6(d7(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. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense taxes 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 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. In addition to 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 an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Class A Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Class A 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 credit such Holder’s balance account with DTC) shall terminate, or (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 Class A Common Stock, times (B) the Weighted Average Price of a share of Class A Common Stock on the date of exercise.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Dateany day, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”"EXERCISE NOTICE"), of the Holder’s 's election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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”"AGGREGATE EXERCISE PRICE") in cash or by wire transfer of immediately available funds funds. The Holder 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 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 Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (B) the "EXERCISE DELIVERY DOCUMENTS"), the Company shall transmit by notifying facsimile an acknowledgment of confirmation of receipt of the Transfer Agent that this Warrant is being exercised pursuant Exercise Delivery Documents to a Cashless Exercise the Holder and the Company's transfer agent (as defined in Section 1(d)the "TRANSFER AGENT"). On or before the NINTH third Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received all of the Aggregate Exercise Price Delivery Documents (or the Transfer Agent has received notice of a Cashless Exercise"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 and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of shares of Common Shares 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 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 name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateNotice 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 of delivery of the certificates evidencing such Warrant Shares. 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 following any exercise, but and in no event later than NINE three Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall will be rounded up to the nearest whole number. The Company shall pay any and all 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. Notwithstanding anything contained herein to the contrary, this Warrant may not be exercised by the Holder until the shareholders of the Company approve an amendment to the Company's Articles of Incorporation increasing the numbers of authorized shares of Common Stock to an amount sufficient to cover such exercise.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement)Exercisability Date, through and continuing until including the Expiration Date, in whole or in partpart (but not as to fractional shares), by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), ) of the Holder’s election to exercise this Warrant. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (iior other type of guarantee or notarization) surrendering this Warrant of any Exercise Notice form be required. Within two (2) Trading Days of the delivery of such Exercise Notice, if the Holder is not electing a Cashless Exercise pursuant to Section 1(d), the Transfer Agent at the address set forth in Section 7, and (iii) (A) payment 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 or by wire transfer of immediately available funds or (B) by notifying a “Cash Exercise”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the Transfer Agent event that this Warrant is being exercised pursuant in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a Cashless Exercise (as defined in Section 1(d))reasonable time after such exercise. On or before the NINTH Business first (1st) Trading Day following the date on which the Holder has submitted the Exercise Notice to the Company (the date upon which the Holder has submitted the Exercise Notice to the Company, the “Exercise Date”), the Company shall transmit by email transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent for the Ordinary Shares (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Notice on or before the second (2nd) Trading Day following the date on which the Holder has submitted the Exercise Notice to the Company. On or before the second (2nd) Trading Day following the date on which the Holder has submitted the Exercise Notice to the Company, provided the Aggregate Exercise Price, as applicable, has been received by the Company prior to such Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleshall, upon the request of the Holder, credit such aggregate number of Common Ordinary Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system; provided, or (Y) however, that if the Transfer Agent is not participating in the DTC DTC’s Fast Automated Securities Transfer ProgramProgram or if the Warrant Shares 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 certificatecertificate or book entry statement, in the Holder’s discretion, registered in the Company’s share register in the name of the Holder or its designee, for the number of Common Ordinary Shares to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateNotice and payment of the Aggregate Exercise Price, as 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 or book entry statements evidencing such Warrant Shares, as the case may be and in the Holder’s discretion. 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 following any exercise, but and in no event later than NINE Business three (3) Trading Days following the Exercise Date, after any such submission 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 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 Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, taxes and other expenses and fees (including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense overnight delivery charges and Transfer Agent fees) 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 or book entry statements for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The 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.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). On or before the NINTH Business first Trading Day following the date on which the Holder has delivered the applicable Notice of Exercise, the Company shall transmit by electronic mail an acknowledgment of confirmation of receipt of the Notice of Exercise to the Holder and the Company’s transfer agent (the “Share Delivery DateTransfer Agent”) following ). Subject to any reasonable delay pursuant to Section 13, so long as the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received Holder delivers the Aggregate Exercise Price (or the Transfer Agent has received notice of with respect to a Cashless Exercise, once a determination of the Fair Market Value has been made) on or prior to 5:00 p.m. on any Trading Day following the date on which the Notice of Exercise has been delivered to the Company, then on or before the third Trading Day following the later of (a) the date on which the Company receives the Aggregate Exercise Price (or with respect to a Cashless Exercise, once a determination of the Fair Market Value has been made) and (b) the Exercise Date (or such earlier or later date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date), the Company shall (Xx) provided that (i) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”) and that (ii) the Common Warrant Shares issued upon any exercise are eligible, upon registered under the request of the HolderSecurities Act, credit such aggregate number of Common 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 Agent Commission At Custodian system, or (Yy) if the Transfer Agent is not participating in FAST or the DTC Fast Automated Warrant Shares issued upon any exercise are not registered under the Securities Transfer ProgramAct, issue and dispatch by overnight courier to provide the address as specified in the Exercise Notice, Holder an account statement evidencing a certificatecredit of book-entry shares, registered in the name of the Holder or its designee, for the number of Common Warrant Shares to which the Holder is entitled pursuant to such exercise. Effective upon 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 for same day processing. Upon delivery of the Notice of Exercise Date(or if applicable, once a determination of the Fair Market Value has been made), 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 DTC account or the date of delivery of the certificates or evidence of credit of book-entry shares evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant The Company’s obligations to this Section 1(a) issue and the number of deliver Warrant Shares represented in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by this Warrant submitted for exercise is greater than the number Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of Warrant Shares being acquired upon an exerciseany judgment against any Person or any action to enforce the same, then or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall as soon as practicable following any exercise, but in no event later than NINE Business Days following the Exercise Date, and at its own expense, issue a new Warrant (in accordance with Section 6(d)) representing the right not be required to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of deliver Warrant Shares with respect to which this Warrant is exercised. No fractional Common Shares are to be issued upon the an exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up prior to the nearest whole number. The Company shall pay any and all taxesHolder’s delivery of the Aggregate Exercise Price (or, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that may be payable with respect to a Cashless Exercise, prior to the issuance and delivery of a notice of Cashless Exercise and the determination of the Fair Market Value) with respect to such exercise. Notwithstanding anything to the contrary in this Section 2.3, in the case of an automatic exercise pursuant to Section 7.1 hereof, the provisions of Section 7.1 shall apply and the Company shall not be required to deliver any Warrant Shares upon exercise of pursuant to this WarrantSection 2.3.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus month and one (1) day following anniversary of the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Date, date hereof in whole or in part, by (i) delivery to the Transfer Agent (with a copy 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, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (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 NINTH first (1st) Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received each of the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise) (the "Exercise Delivery Documents"), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents 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 all of the Exercise Delivery Documents (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 and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of shares of Common Shares 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 Agent Commission system, or (Y) if the Transfer Agent or the Company 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 shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery 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 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 following any exercise, but and in no event later than NINE three (3) Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) representing the right to purchase the number of Warrant Shares purchasable 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 shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing at any time or times on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Initial Exercisability Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). 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. 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 NINTH Business first (1st) Trading Day following the date on which the Holder has delivered an Exercise Notice to the Company, 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 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 Holder has delivered the Exercise Notice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Holder has delivered the Exercise Notice to the Company (a “Share Delivery Date”) following (provided that if the date Aggregate Exercise Price has not been delivered by such date, the applicable Share Delivery Date shall be one (the “Exercise Date”1) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received Trading Day after the Aggregate Exercise Price (or the Transfer Agent has received 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 and that (A) the Common applicable Warrant Shares are eligible, upon registered for issuance pursuant to an effective registration statement under the request of the Holder1933 Act or (B) this Warrant is exercised via Cashless Exercise, credit such aggregate number of Common 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 Agent Commission At Custodian system, or (Y) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Warrant Shares are not issuable pursuant to an effective registration statement under the 1933 Act and this Warrant is not exercised via Cashless Exercise, 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 Common Warrant Shares to which the Holder is entitled pursuant to such exercise. Effective upon 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 DateNotice, 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 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 following any exercise, but and in no event later than NINE Business two (2) Trading Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) representing the right to purchase the number of Warrant Shares purchasable 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 Common Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that 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. While any SPA Warrants remain outstanding, the Company shall use a transfer agent that participates in the DTC Fast Automated Securities Transfer Program.

Mechanics of Exercise. 1.1.1 Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Issuance Date, in whole or in part, by (i) delivery to the Transfer Agent (with of a copy written notice to the Company) of a written notice, in the form attached hereto as Exhibit A Appendix 1 (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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”), with such payment made, at Investor’s option, (x) in cash or by wire transfer of immediately available funds funds, or (By) by notifying the Transfer Agent that this Warrant is being exercised cashless exercise pursuant to Section 1.3. 1.1.2 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 Cashless Exercise (as defined in Section 1(d)). new Warrant evidencing the right to purchase the remaining number of Warrant Shares. 1.1.3 On or before the NINTH Business Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received each of the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (the “Exercise Delivery Documents”) from the Holder by 6:30 p.m. Eastern time, or on the Transfer Agent has next Trading Day if the Exercise Delivery Documents are received notice of after 6:30 p.m. Eastern time or on a Cashless Exercisenon-Trading Day (in each case, the “Exercise Delivery Date”), the Company shall transmit (Xi) provided that a facsimile acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder, and (ii) an electronic copy of its share issuance instructions to the Holder and to the Company’s transfer agent (the “Transfer Agent”), with such transmissions to comply with the notice provisions contained in Section 6.2 of the Purchase Agreement, and shall instruct and authorize the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, credit to issue such aggregate number of Common Warrant Shares to which that the Holder is entitled pursuant to receive upon such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal 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 name of the Holder or its designee, for the number . 1.1.4 Upon delivery of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise DateDelivery 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 of delivery of the certificates evidencing such Warrant SharesShares are issued. Any Warrant delivered in connection with a Tranche Notice and exercised by Holder shall be deemed exercised (i) on the Tranche Notice Date, if exercised by 6:30 p.m. Eastern time on the Tranche Notice Date, or (ii) on the next Trading Day, if exercised by Investor after 6:30 p.m. Eastern Time on the Tranche Notice Date or on any other date, in each case with Holder deemed to be a holder of record as of such date. 1.1.5 If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) exercised 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 such exercise, then the Company shall shall, as soon as practicable following any exercise, but and in no event later than NINE Business Days following one Trading Day after such exercise, update the Tranche Exercise Date, and at its own expense, issue a new Warrant (in accordance with Section 6(d)) representing Schedule to reflect the right to purchase the revised number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to for which this Warrant is exercisedthen exercisable and deliver a copy of the updated Tranche Exercise Schedule to the Holder. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. 1.1.1 Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Issuance Date, in whole or in part, by (i) delivery to the Transfer Agent (with of a copy written notice to the Company) of a written notice, in the form attached hereto as Exhibit A Appendix 1 (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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”), with such payment made, at Investor’s option, (x) in cash or by wire transfer of immediately available funds funds, (y) by the issuance and delivery of a recourse promissory note substantially in the form attached hereto as Appendix 2 (each, a “Recourse Note”), or (Bz) if applicable, by notifying the Transfer Agent that this Warrant is being exercised cashless exercise pursuant to Section 1.3. 1.1.2 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 Cashless Exercise (as defined in Section 1(d)). new Warrant evidencing the right to purchase the remaining number of Warrant Shares. 1.1.3 On or before the NINTH Business Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received each of the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (the “Exercise Delivery Documents”) from the Holder by 6:30 p.m. Eastern time, or on the Transfer Agent has next Trading Day if the Exercise Delivery Documents are received notice of after 6:30 p.m. Eastern time or on a Cashless Exercisenon-Trading Day (in each case, the “Exercise Delivery Date”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and an electronic copy of its share issuance instructions to the Holder and to the Company’s transfer agent (X) provided that the “Transfer Agent”), with such electronic transmissions to comply with the notice provisions contained in Section 6.2 of the Purchase Agreement, and shall instruct and authorize the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, to credit such aggregate number of Common freely-tradable Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (DTC) through the Fast Automated Securities Transfer (FAST) Program through its Deposit Withdrawal Agent Commission (DWAC) system, or with such credit to occur no later than 5:30 p.m. Eastern Time on the Trading Day following the Exercise Delivery Date, time being of the essence. If the Warrant Shares are not timely credited as DWAC Shares by 12:00 p.m. Eastern Time on the Trading Day following the Exercise Delivery Date (Y) if and including the Transfer Agent circumstance where the Warrant Shares are credited as DWAC Shares by 5:30 p.m. Eastern Time on such Trading Day), then the Tranche Closing Date applicable to the Exercise Notice shall be extended by one Trading Day for each Trading Day that credit of DWAC Shares is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch made by overnight courier to the address as specified in 12:00 p.m. 1.1.4 Upon delivery of the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise DateDelivery 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 of delivery of the certificates evidencing such Warrant SharesShares are credited to the Holder’s DTC account. Any Warrant delivered in connection with a Tranche Notice and exercised by Holder shall be deemed exercised (i) on the Tranche Notice Date, if exercised by 6:30 p.m. Eastern time on the Tranche Notice Date, or (ii) on the next Trading Day, to the extent exercised by Investor after 6:30 p.m. Eastern Time on the Tranche Notice Date or on any other date, in each case with Holder deemed to be a holder of record as of such date. 1.1.5 If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) 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 shall as soon as practicable following any exercise, but and in no event later than NINE Business Days following the Exercise Dateone Trading Day after any exercise, and at its own expenseexpense and its option, either (i) issue a new Warrant (in accordance with Section 6(d)6.4) 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 exercisedexercised or (ii) make a suitable notation in the Warrant Tranche Schedule reflecting the revised number of Warrant Shares for which this Warrant is exercisable. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(e)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Issuance Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, and (iii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares ADSs as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) by notifying funds. The Holder shall not be required to deliver the Transfer Agent that this original Warrant is being exercised pursuant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant ADSs shall have the same effect as cancellation of the original Warrant and issuance of a Cashless Exercise (as defined in Section 1(d))new Warrant evidencing the right to purchase the remaining number of Warrant ADSs. On or before the NINTH second (2nd) Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s Depositary (the “Depositary”). Subject to Section 12(b) herein, on or before the fifth (5th) Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent Depositary is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of Common Shares Warrant 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 Deposit/Withdrawal Agent Commission At Custodian system, or (Y) if the Transfer Agent Depositary 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 Common Shares Warrant ADSs to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Ordinary Shares represented by the ADSs with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Sharesthe ADSs. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(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 the Company shall as soon as practicable following any exercise, but and in no event later than NINE three (3) Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d5(d)) representing the right to purchase the number of Warrant Shares 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 Common Shares Warrant ADSs are to be issued upon the exercise of this Warrant, but rather the . The number of Common Shares Warrant ADSs to be issued shall be rounded up down to the nearest whole numbernumber and in lieu of any fractional Warrant ADSs to which the Holder would otherwise be entitled, the Company shall make a cash payment to the Holder equal to the Closing Sale Price on the date of exercise multiplied by such fraction. Upon exercise of this Warrant, the Company shall deposit the corresponding number of Ordinary Shares underlying the ADSs and pay by wire transfer to the Depositary’s account the ADS issuance fee of $0.04 per ADS to be issued, together with all applicable taxes and expenses otherwise payable under the terms of the Deposit Agreement for the deposit of Ordinary Shares and issuance of ADSs (including, without limitation, confirmation that any Australian stock transfer taxes in respect of such deposit (if any) have been paid by the Company), and the Company shall otherwise comply with and cause any other necessary party to comply with all the terms of the Deposit Agreement. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes (excluding any taxes on the income of the Holder) which may be payable with respect to the issuance and delivery of Warrant Shares ADSs upon exercise of this Warrant. Appropriate and equitable adjustment to the terms and provisions of this Warrant shall be made in the event of any change to the ratio of Warrant ADSs to Ordinary Shares represented thereby. In the event that the Company’s Board of Directors should determine that the Company shall transform itself (whether by re-incorporation in the United States or otherwise) from a foreign private issuer (as defined under the Securities Act of 1933, as amended) to a domestic U.S. issuer, then all references to ADRs or ADSs shall be deemed references to whatever shares are then issued by the re-domiciled Company and all other provisions of this Agreement shall be equitably adjusted by the parties hereto to the extent necessary or appropriate to reflect such new country of incorporation.

Mechanics of Exercise. Subject to On or before the terms and conditions hereof first (including, without limitation1st) Trading Day following the date on which the Holder has delivered the applicable Notice of Exercise, the limitations set forth in Section 1(f)), this Warrant may be exercised Company shall transmit by electronic mail an acknowledgment of confirmation of receipt of the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) Notice of a written noticeExercise, in the form attached hereto as Exhibit A to the Notice of Exercise, to the Holder and the Company’s transfer agent (the “Exercise NoticeTransfer Agent”), of . So long as the Holder’s election to exercise this Warrant, (ii) surrendering this Warrant to Holder delivers the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). On or before the NINTH Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless cancellation of indebtedness or Net Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Notice of Exercise has 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 Notice of Exercise has been delivered to the Company, or, if the Holder does not deliver the aggregate Exercise Price (or notice of a cancellation of indebtedness or Net Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Notice of Exercise 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 cancellation of indebtedness or Net Exercise, if applicable) is delivered to the Company (such earlier date, or if later, the earliest day on which the Company is required to deliver Exercise Shares pursuant to this Section 2.3, the “Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, credit such aggregate number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit Deposit/Withdrawal Agent Commission system, or (Y) if At Custodian system provided that the Transfer Agent is not participating then a participant in the DTC Fast Automated Securities Transfer ProgramProgram (“FAST”) and either (x) there is an effective registration statement permitting the issuance of such Exercise Shares to or resale of such Exercise Shares by the Holder or (y) such Exercise Shares are eligible for resale by the Holder without limitations pursuant to Rule 144 promulgated under the Securities, and otherwise issue and dispatch by overnight courier to the address as specified in the such Exercise Notice, a certificate, registered Shares in the name of the Holder or its designeedesignee in restricted book-entry form in the Company’s share register. The Company agrees to maintain a transfer agent that is a participant in FAST 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 Exercise Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the number Notice of Common Shares to which Exercise, if the Holder is entitled pursuant to such exercise. Effective upon the exercising this Warrant for Exercise DateShares, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Exercise Shares with respect to which this Warrant has been exercised, irrespective of the date such Exercise Shares are credited to the Holder’s DTC account or the date of delivery of the certificates book entry positions evidencing such Warrant Exercise Shares, as the case may be. If this Warrant is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) 2.3 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 following any exercise, but and in no event later than NINE Business three (3) Trading Days following the Exercise Date, after any exercise and at its own expense, issue and deliver or cause to be issued and delivered to the Holder (or its designee) a new Warrant (in accordance with Section 6(d)12) representing the right to purchase the number of Warrant Exercise Shares purchasable issuable 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 Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, including costs and expenses (including, without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Exercise Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver or cause to be issued and delivered Exercise 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 or cause to be delivered Exercise Shares with respect to an exercise prior to the Holder’s delivery of the aggregate Exercise Price (or notice of a cancellation of indebtedness or Net Exercise, if applicable) with respect to such exercise. If the Company fails to deliver or cause to be delivered to the Holder the Exercise Shares pursuant to this Section 2.3 by the Delivery Date, then the Holder will have the right to rescind such exercise by delivering written notice to the Company at any time prior to the Company delivering or causing the delivery of such Exercise Shares. Notwithstanding anything to the contrary herein, the Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for any and all purposes hereunder (including, without limitation, the delivery of any Notice of Exercise hereunder) and is entitled to rely on instruction from such registered Holder of this Warrant without liability.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing Agent on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement)behalf of, and continuing until for the Expiration sole and exclusive benefit of, the Holder, on any day on or after the Exercisability Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “"Exercise Notice”"), of the Holder’s Agent's election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7on behalf of, and for the sole and exclusive benefit of, the Holder. The Original Warrant is not required to be delivered in order to effect an exercise hereunder, but it shall be delivered within five (iii5) (A) payment days thereafter. Execution and delivery of the Exercise Notice with respect to less than all of the Company Warrant Shares shall have the same effect as cancellation of an amount equal the original Warrant and issuance of a new Warrant evidencing the right to purchase the applicable Exercise Price multiplied by the remaining number of Warrant Shares as Shares. On or before the first (1st) 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 which this Warrant is being exercised the Agent and the Holder and Interwest Transfer Company, the Company's transfer Agent (the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) by notifying the "Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)Agent"). On or before the NINTH third (3rd) Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received the Exercise Notice and this Warrant and (the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise"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 and that the Common Shares are eligibleProgram, upon the request of the Agent or the Holder, credit such aggregate number of Common Warrant Shares to which the Holder Agent is entitled pursuant to such exercise to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit Withdrawal 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 shares of Common Shares Stock to which the Holder Agent is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateNotice, 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 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 following any exercise, but and in no event later than NINE three (3) Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds funds. 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 (B1st) Trading Day following the date on which the Company has received the Exercise Notice (the “Exercise Delivery Documents”), the Company shall transmit by notifying facsimile or electronic mail an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent (the “Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)Agent”). On or before the NINTH Business third (3rd) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents, but subject to the prior receipt by the Company of the Aggregate Exercise Price, if applicable (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of Common 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 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 shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery 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 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 following any exercise, but and in no event later than NINE Business three (3) Trading Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that 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 that may be payable in respect of any transfer involved in the registration of Warrants or Warrant Shares in a name other than that of the Holder. It is understood and agreed by the Holder that Holder shall be responsible for all other tax liabilities that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise thereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f2(d)), this Warrant may be exercised by the Holder commencing holder hereof on any day, following the date that is six (6) months plus one day following after the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Issuance Date, in whole or in part, part prior to the Expiration Date by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holdersuch holder’s election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds and (iii) the surrender to the Company, on or (B) by notifying as soon as practicable following the Transfer Agent that date the holder of this Warrant is being exercised pursuant delivers the Exercise Notice to a Cashless Exercise the Company, of this Warrant (as defined or an indemnification undertaking with respect to this Warrant in Section 1(d)the case of its loss, theft or destruction). On or before the NINTH third Business Day (the “Share Delivery Date”) following the date on which the Company has received each of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) (the “Exercise DateDelivery Documents”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) issue and deliver to the address specified in the Exercise Notice, a certificate, registered in the name of the holder of this Warrant or its designee, for the number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise, or (Y) provided that the Company’s transfer agent (the “Transfer Agent Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holderholder, credit such aggregate number of shares of Common Shares Stock to which the Holder holder of this Warrant is entitled pursuant to such exercise to the Holderholder’s or its designee’s balance account with DTC through its Deposit Withdrawal 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 . Upon delivery of the Exercise Notice, a certificate, registered this Warrant and the Aggregate Exercise Price referred to in the name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Dateclause (ii) above, the Holder of this Warrant 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 as of the date of the Exercise Notice, irrespective of the date of delivery of this Warrant as required by clause (iii) above or the certificates evidencing such Warrant Shares. 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 pursuant to this Section 2(a) is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable following any exercise, but and in no event later than NINE three Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d8(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense taxes that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(d)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in partpart (but not as to fractional shares), by (i) the surrender of this warrant, (ii) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, and (iii) 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, 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 funds or (B) by notifying a “Cash Exercise”), (collectively, the Transfer Agent that this Warrant is being exercised pursuant to a Cashless “Exercise (as defined in Section 1(d)Delivery Documents”). On or before the NINTH Business second (2nd) Trading Day following the date on which the Company has received the Exercise Delivery Documents, the Company shall transmit by email or facsimile (provided that the Holder has provided such Xxxxxx’s email address or facsimile number) an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent for the Common Stock and Warrants (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on or before the second (2nd) 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 duly completed and executed by the Holder, and in the case of a Cash Exercise, the Aggregate Exercise Price (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleshall, upon the request of the Holder, credit such aggregate number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit Withdrawal 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 share register in the name of the Holder or its designee, for the number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery, 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 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 following any exercise, but and in no event later than NINE Business seven (7) Trading Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(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. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all 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.

Mechanics of Exercise. Subject (a) Before any Securityholder shall be entitled to convert a Security as set forth above, such Securityholder shall (i) in the case of a Global Security, comply with the applicable procedures of the Depository in effect at that time, including the delivery of any applicable instruction form for conversion pursuant to the terms Depository’s conversion program and conditions hereof (includingii) in the case of a Definitive Security (1) complete, without limitation, manually sign and deliver an irrevocable notice to the limitations Trustee as set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Date, in whole or in part, by (i) delivery Form of Notice of Conversion attached to the Transfer Agent Form of Security (or a facsimile thereof) (a “Notice of Conversion”) at the corporate trust office of the Trustee and state in writing therein the principal amount of Securities to be converted and the name or names (with a copy addresses) in which such Securityholder wishes the certificate or certificates for any Conversion Shares to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrantbe delivered, (ii2) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7surrender such Securities, and (iii) (A) payment duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the corporate trust office of an the Trustee and (3) if required, furnish appropriate endorsements and transfer documents. (b) Following surrender for conversion, the converted Securities shall be cancelled and, if appropriate, a new Security reflecting the amount equal of the unconverted principal shall be issued to such Securityholder. (c) The Trustee shall notify the Company of any conversion pursuant to this Article V promptly following the Conversion Date of such conversion. (d) No Securityholder may surrender Securities for conversion if such Securityholder has also delivered a Fundamental Change Purchase Notice to the applicable Exercise Price multiplied Company in respect of such Securities and not validly withdrawn such Fundamental Change Purchase Notice in accordance with Section 4.3(e). (e) If more than one Security shall be surrendered for conversion at one time 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) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). On or before the NINTH Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise)same Securityholder, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request amount of the Holder, credit such aggregate number of Common 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 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 name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Date, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Conversion Shares with respect to which this Warrant has been exercised, irrespective such Securities shall be computed on the basis of the date of delivery aggregate principal amount of the certificates evidencing Securities (or specified portions thereof to the extent permitted thereby) so surrendered. (f) Upon the conversion of an interest in a Global Security, the Trustee shall cause such Warrant Shares. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(aGlobal Security (or related book entries) 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 following any exercise, but in no event later than NINE Business Days following the Exercise Date, 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 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 Common Shares are to be issued upon adjusted to reflect the exercise of this Warrant, but rather reduction in the number of Common Shares to be issued shall be rounded up to the nearest whole numberprincipal amount represented thereby. The Company shall pay notify the Trustee in writing of any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or conversion of Securities effected through any agent other incidental expense that may be payable with respect to than the issuance and delivery of Warrant Shares upon exercise of this WarrantTrustee.

Mechanics of Exercise. 1.1.1 Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Issuance Date, in whole or in part, by (i) delivery to the Transfer Agent (with of a copy written notice to the Company) of a written notice, in the form attached hereto as Exhibit A Appendix 1 (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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”), with such payment made, at Investor’s option, (x) in cash or by wire transfer of immediately available funds funds, (y) by the issuance and delivery of a recourse promissory note substantially in the form attached hereto as Appendix 2 (each, a “Recourse Note”), or (Bz) if applicable, by notifying the Transfer Agent that this Warrant is being exercised cashless exercise pursuant to Section 1.3. 1.1.2 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 Cashless Exercise (as defined in Section 1(d)). new Warrant evidencing the right to purchase the remaining number of Warrant Shares. 1.1.3 On or before the NINTH Business Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received each of the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (the “Exercise Delivery Documents”) from the Holder by 6:30 p.m. Eastern time, or on the Transfer Agent has next Trading Day if the Exercise Delivery Documents are received notice of after 6:30 p.m. Eastern time or on a Cashless Exercisenon-Trading Day (in each case, the “Exercise Delivery Date”), the Company shall transmit (Xi) provided that a facsimile acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder, and (ii) an electronic copy of its share issuance instructions to the Holder and to the Company’s transfer agent (the “Transfer Agent”), with such transmissions to comply with the notice provisions contained in Section 6.2 of the Purchase Agreement, and shall instruct and authorize the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, to credit such aggregate number of Common freely-tradable Warrant Shares to which the Holder is entitled pursuant to receive upon such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (DTC) through the Fast Automated Securities Transfer (FAST) Program through its Deposit Withdrawal Agent Commission (DWAC) system, or (Y) with such credit to occur no later than 4:00 p.m. Eastern Time on the Trading Day following the Exercise Delivery Date, time being of the essence; provided, however, that, notwithstanding the foregoing 4:00 p.m. deadline, if the Transfer Agent Warrant Shares are not credited as DWAC Shares by 12:00 p.m. Eastern Time on the Trading Day following the Exercise Delivery Date, then the Tranche Closing Date applicable to the Exercise Notice shall be extended by one Trading Day for each Trading Day that timely credit of DWAC Shares is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in made. 1.1.4 Upon delivery of the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise DateDelivery 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 of delivery of the certificates evidencing such Warrant SharesShares are credited to the Holder’s DTC account. Any Warrant delivered in connection with a Tranche Notice and exercised by Holder shall be deemed exercised (i) on the Tranche Notice Date, if exercised by 6:30 p.m. Eastern time on the Tranche Notice Date, or (ii) on the next Trading Day, if exercised by Investor after 6:30 p.m. Eastern Time on the Tranche Notice Date or on any other date, in each case with Holder deemed to be a holder of record as of such date. 1.1.5 If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) exercised 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 such exercise, then the Company shall shall, as soon as practicable following any exercise, but and in no event later than NINE Business three (3) Trading Days following after such exercise, update the Tranche Exercise Date, and at its own expense, issue a new Warrant (in accordance with Section 6(d)) representing Schedule to reflect the right to purchase the revised number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to for which this Warrant is exercisedthen exercisable and deliver a copy of the updated Tranche Exercise Schedule to the Holder. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following on which Battelle shall have achieved the Closing Date Device Development Milestone (as that term is defined in the Securities Purchase Collaboration Agreement) (the “Exercise Date”), and continuing until the Expiration Date, in whole or in part, by upon (i) delivery to the Transfer Agent (surrender of this Warrant, with a copy to the Company) of a written notice, notice in the form attached hereto as Exhibit A (the “Exercise Notice”), duly completed and executed by an authorized officer of the Holder’s election to exercise this Warrant, (ii) surrendering this Warrant to together with such evidence of authority as the Transfer Agent at the address set forth in Section 7Company may reasonably request, and (iiiii) (A) payment to of 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) provided the conditions for cashless exercise set forth in Section 1(d) are satisfied, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)); at the office of the Company, 0000 Xxxxx Xxxx, Suite 100, Warrington, PA 18976, Phone: (000) 000-0000, Fax: (000) 000-0000, electronic mail (Xxxxxxxx@xxxxxxxxxxxxx.xxx). On or before the NINTH third (3rd) Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received each of the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise) (collectively, the “Exercise Documents”), the Company shall (X) provided that Continental Stock Transfer & Trust Company (the Company’s “Transfer Agent Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of Common 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 Deposit/Withdrawal Agent Commission At Custodian (“DWAC”) system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or the Holder does not request delivery of the Warrant Shares via DWAC, 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 designeeHolder, for the number of Common Warrant Shares to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDocuments, 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 certificates evidencing such Warrant SharesShares are credited to the Holder’s DTC account or delivered in certificate form, as the case may be. If this Warrant is submitted to exercise a number of Warrant Shares 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 following any exercise, but and in no event later than NINE three Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d8(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less reduced by the number of Warrant Shares with respect to which this Warrant is being exercised. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon a partial exercise of this Warrant.

Mechanics of Exercise. Subject A Holder may exercise this Warrant by delivering to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Date, in whole or in part, by Company (i) delivery to the Transfer Agent this Warrant, (with a copy to the Companyii) of a written an exercise notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7appropriately completed and duly executed, and (iii) (A) payment to of the Company of an amount equal to the applicable Exercise Price multiplied by for the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) (collectively, the “Exercise Delivery Documents”). The date such items are delivered to the Company (as determined in cash accordance with the notice provisions hereof) is an “Exercise Date.” On or by wire transfer of immediately available funds or (B) by notifying before the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise third Business Day (as defined in Section 1(d)). On or before the NINTH Business Day Purchase Agreement) following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that with respect to the Common Shares are eligibleCompany, upon the request of the Holder, credit such aggregate number of shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram with respect to the Company, 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 shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective Each person in whose name any certificate for shares of Common Stock is issued upon the Exercise Date, the Holder exercise of this Warrant as referred to above shall for all purposes be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Exercise Delivery Documents were delivered to the Company or, in the cased of a Cashless Exercise referred to in Section 1(d) the date upon which this Warrant has been exercisedthe notification of a Cashless Exercise was delivered to the Company; provided, irrespective of however, that if the date of such delivery is a date upon which the Common Stock transfer books of the certificates evidencing Company are closed, such Warrant Shares. If this Warrant is submitted in connection with any exercise pursuant person shall be deemed to this Section 1(a) have become the record holder of such shares on, and such certificate shall be dated, the number next succeeding Business Day on which the Common Stock transfer books 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 following any exercise, but in no event later than NINE Business Days following the Exercise Date, 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 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 Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all 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 Warrantopen.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing holder hereof on any day from and after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Datehereof, in whole or in part, by (i) delivery by the holder to the Transfer Agent (with a copy to the Company) Company of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holdersuch holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 certified funds or by wire transfer of immediately available funds or (B) if applicable, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). On ) and (iii) the surrender to a common carrier for overnight delivery to the Company, on or before the NINTH Business Day (the “Share Delivery Date”) as soon as practicable following the date (the “Exercise Date”) on which the Transfer Agent has received holder of this Warrant delivers the Exercise Notice and to the Company, delivery of this Warrant and to the Company (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction). Following the date on which the Company has received each of the Exercise Notice, the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise) and this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) (the “Exercise Delivery Documents”), the Company shall (X) provided that the Company’s transfer agent (the “Transfer Agent Agent”) is participating in The the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that Program, on or before the Common Shares are eligible, upon the request of the Holder, third Business Day thereafter credit such aggregate number of shares of Common Shares Stock to which the Holder holder of this Warrant is entitled pursuant to such exercise to the Holderholder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, on or before the fifth Business Day thereafter issue and dispatch by overnight courier deliver to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder holder of this Warrant or its designee, for the number of shares of Common Shares Stock to which the Holder holder of this Warrant is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateNotice, this Warrant and the 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 holder of this Warrant 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 as of the date of the Exercise Notice, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. 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 pursuant to this Section 1(a) is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable following any exercise, but and in no event later than NINE five (5) Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all 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.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration DateHolder, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) provided the conditions for cashless exercise set forth in Section 1(c) are satisfied, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d1(c)). 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) Business Day following the date on which the Company has received each of the Exercise Notice 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 Delivery Documents to the Holder and Computershare Trust Company, N.A. (the Company’s “Transfer Agent”). On or before the NINTH third (3rd) Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of Common 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 Deposit/Withdrawal Agent Commission 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 shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery 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 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 following any exercise, but and in no event later than NINE three (3) Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. In the event the Registration Statement is not effective at the time this Warrant is exercised, there is no circumstance that would require the Company to net cash settle this Warrant. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing on any day on or after the date on which Battelle shall have achieved the Device Development Milestone (as that term is six (6) months plus one day following defined in the Closing Collaboration Agreement), provided that such date occurs on or before the Milestone Date (as that term is defined in the Securities Purchase Collaboration Agreement) (the “Exercise Date”), and continuing until the Expiration Date, in whole or in part, by upon (i) delivery to the Transfer Agent (surrender of this Warrant, with a copy to the Company) of a written notice, notice in the form attached hereto as Exhibit A (the “Exercise Notice”), duly completed and executed by an authorized officer of the Holder’s election to exercise this Warrant, (ii) surrendering this Warrant to together with such evidence of authority as the Transfer Agent at the address set forth in Section 7Company may reasonably request, and (iiiii) (A) payment to of 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) provided the conditions for cashless exercise set forth in Section 1(d) are satisfied, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)); at the office of the Company, 0000 Xxxxx Xxxx, Suite 100, Warrington, PA 18976, Phone: (000) 000-0000, Fax: (000) 000-0000, electronic mail (Xxxxxxxx@xxxxxxxxxxxxx.xxx). On or before the NINTH third (3rd) Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received each of the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise) (collectively, the “Exercise Documents”), the Company shall (X) provided that Continental Stock Transfer & Trust Company (the Company’s “Transfer Agent Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of Common 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 Deposit/Withdrawal Agent Commission At Custodian (“DWAC”) system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or the Holder does not request delivery of the Warrant Shares via DWAC, 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 designeeHolder, for the number of Common Warrant Shares to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDocuments, 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 certificates evidencing such Warrant SharesShares are credited to the Holder’s DTC account or delivered in certificate form, as the case may be. If this Warrant is submitted to exercise a number of Warrant Shares 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 following any exercise, but and in no event later than NINE three Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d8(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less reduced by the number of Warrant Shares with respect to which this Warrant is being exercised. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon a partial exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(e)), this Warrant may be exercised by the Holder commencing on upon the date that is six earlier of (6i) months plus one day following the Closing Date closing of a Qualified Financing (as defined in the Securities Purchase Agreement), Subscription Agreement and continuing until or Memorandum) or (ii) one year from the Expiration Subscription Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy 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, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds funds. 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 Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (B) the "Exercise Delivery Documents"), the Company shall transmit by notifying facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company's transfer agent (the "Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)Agent"). On or before the NINTH third Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received all of the Aggregate Exercise Price Delivery Documents (or the Transfer Agent has received notice of a Cashless Exercise"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 and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of shares of Common Shares 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 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 shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateNotice 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 of delivery of the certificates evidencing such Warrant Shares. 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 following any exercise, but and in no event later than NINE five Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. This Warrant may be exercised for consideration of the per share Exercise Price (i) paid of cash or (ii) on a cashless basis according to the following formula: X = Y (A-B) ------- A Where X = the number of the Shares to be issued to the Holder. Y = the number of the Shares purchasable under this Warrant. A = the fair market value of one Share on the date of determination. B = the per share Exercise Price (as adjusted to the date of such calculation).

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(e) and the conditions set forth in the Exercise Notice (as defined below)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Issuance Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, substantially in the form attached hereto as Exhibit A I (the “"Exercise Notice”"), of the Holder’s 's election to exercise this WarrantWarrant and transmission of such Exercise Notice by e-mail to each of the Chief Financial Officer, the Controller and Vice-President, Corporate & Legal Affairs of Vasogen, at the addresses indicated in the Securities Purchase Agreement and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds funds. 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 (B1st) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise Trading Day (as defined in Section 1(dthe SPA Securities) following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (the "Exercise Delivery Documents"), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the NINTH Business third (3rd) Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received all of the Aggregate Exercise Price Delivery Documents (or the Transfer Agent has received notice of a Cashless Exercise"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 and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of 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 Agent Commission system, or (Y) if the Transfer Agent is foregoing shall not participating in the DTC Fast Automated Securities Transfer Programapply, 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 Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery 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 of delivery of the certificates evidencing such Warrant Shares. 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 following any exercise, but and in no event later than NINE Business five (5) Trading Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) 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. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company Warrant Shares shall pay any and all taxesbear the legends referred to in Sections 2(g) of the Securities Purchase Agreement, 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 Warrantextent required thereby.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing at any time or times on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Initial Exercisability Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy 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, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)) pursuant to the rights set forth thereunder. 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 NINTH Business third (3rd) Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received the Exercise Notice and this Warrant and (the Company has received "Share Delivery Date") so long as the Holder delivers the Aggregate Exercise Price (or the Transfer Agent has received 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 Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of Common 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 Agent Commission 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 shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon 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 DateNotice, 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 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 following any exercise, but and in no event later than NINE Business three (3) Trading Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) representing the right to purchase the number of Warrant Shares purchasable 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 shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Datehereof, in whole or in part, by (i) delivery to the Transfer Agent (with of a copy written notice to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds funds, by the issuance and delivery of a recourse promissory note substantially in the form attached hereto as Exhibit B (each, a “Recourse Note”), or by cashless exercise pursuant to Section 1.3. 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 the next business day after the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (Bthe “Exercise Delivery Documents”) by notifying the Transfer Agent that this Warrant is being exercised pursuant to 5:00 p.m. New York time on a Cashless Exercise business day (as defined in Section 1(d)). On or before the NINTH Business Day (such next business day, the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent (X) provided that the “Transfer Agent is participating in The Depository Trust Company (“DTCAgent”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, credit such aggregate number of Common 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 Agent Commission system, or The Depository Trust Company (YDTC) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to (FAST) Program through its Deposit/Withdrawal Agent Commission (DWAC) system. In the address as specified in event the Company receives the Exercise NoticeDelivery Documents after 5:00 p.m. New York time, a certificate, registered in the name Share Delivery Date will be computed from the next business day. Upon delivery of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise DateDelivery 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 of delivery of the certificates evidencing such Warrant SharesShares are credited to the Holder’s DTC account. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) 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 shall as soon as practicable following any exercise, but and in no event later than NINE three Business Days following after any exercise and return of the Exercise Date, previously issued Warrant and at its own expense, issue a new Warrant (in accordance with Section 6(d)6.4) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f2(d)), this Warrant may be exercised by the Holder commencing holder hereof on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Dateany day, in whole or in part, part prior to the Expiration Date by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holdersuch holder’s election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds and (iii) the surrender to the Company, on or (B) by notifying as soon as practicable following the Transfer Agent that date the holder of this Warrant is being exercised pursuant delivers the Exercise Notice to a Cashless Exercise the Company, of this Warrant (as defined or an indemnification undertaking with respect to this Warrant in Section 1(d)the case of its loss, theft or destruction). On or before the NINTH third Business Day (the “Share Delivery Date”) following the date on which the Company has received each of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) (the “Exercise DateDelivery Documents”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) issue and deliver to the address specified in the Exercise Notice, a certificate, registered in the name of the holder of this Warrant or its designee, for the number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise, or (Y) provided that the Company’s transfer agent (the “Transfer Agent Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holderholder, credit such aggregate number of shares of Common Shares Stock to which the Holder holder of this Warrant is entitled pursuant to such exercise to the Holderholder’s or its designee’s balance account with DTC through its Deposit Withdrawal 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 . Upon delivery of the Exercise Notice, a certificate, registered this Warrant and the Aggregate Exercise Price referred to in the name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Dateclause (ii) above, the Holder of this Warrant 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 as of the date of the Exercise Notice, irrespective of the date of delivery of this Warrant as required by clause (iii) above or the certificates evidencing such Warrant Shares. 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 pursuant to this Section 2(a) is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable following any exercise, but and in no event later than NINE three Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d8(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense taxes that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Financial Advisor Agreement), and continuing until the Expiration Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). On or before the NINTH Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, credit such aggregate number of Common 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 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 name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Date, 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 certificates evidencing such Warrant Shares. 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 following any exercise, but in no event later than NINE Business Days following the Exercise Date, 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 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 Common Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all 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.

Mechanics of Exercise. (a) Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may shall be automatically exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration each Tranche Notice Date, in whole or in part, with each such automatic exercise documented by (i) delivery to the Transfer Agent (with of a copy written notice to the Company) of a written notice, in the form attached hereto as Exhibit A Appendix 1 (the “Exercise Notice”), of the Holder’s election to exercise of this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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”) ), which payment shall be made, at the option of the Holder, in cash or by wire transfer of immediately available funds or funds, by the issuance and delivery of a recourse promissory note substantially in the form attached as Exhibit G to the Purchase Agreement (B) each, a “Recourse Note”), or, if applicable and permitted by notifying the Transfer Agent that this Warrant is being exercised Section 1.4, by cashless exercise pursuant to a Cashless Exercise (as defined Section 1.4. The Holder shall not be required to deliver the original Warrant in Section 1(d))order to effect an exercise hereunder. On or before the NINTH Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received Execution and delivery of the Exercise Notice and this with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice issuance of a Cashless Exercise)new Warrant evidencing the right to purchase the remaining number of Warrant Shares. (b) On the Trading Day immediately following the Exercise Delivery Date, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and an electronic copy of its share issuance instructions to the Holder and the Company’s transfer agent (Xthe “Transfer Agent”) provided that (which such electronic transmissions to comply with the notice provisions of Section 6.2 of the Purchase Agreement), and shall instruct and authorize the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, to credit such aggregate number of Common freely tradable Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (DTC) through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program(FAST) Program through its Deposit/Withdrawal at Custodian (DWAC) system, issue and dispatch with such credit to occur no later than 12:00 p.m. Eastern Time on third Trading Day following the Exercise Delivery Date, time being of the essence; provided, however, that if the Warrant Shares are not credited as DWAC Shares by overnight courier 5:00 p.m. Eastern Time on the Trading Day following the Exercise Delivery Date, then the Tranche Closing Date applicable to the address as specified in the Exercise Notice, a certificate, registered in the name Notice shall be extended by one Trading Day for each Trading Day that timely credit of the Holder or its designee, for the number DWAC Shares is not made. Upon automatic exercise of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise Dateany portion of this Warrant, 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 certificate(s) evidencing such the Warrant Shares. Shares (as the case may be). (c) If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) 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 following any exercise, but and in no event later than NINE Business three Trading Days following after any exercise and return of the Exercise Datepreviously issued Warrant, and at its own expense, expense issue a new Warrant (in accordance with Section 6(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing at any time or times on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Issuance Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy 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, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d1(d)(1)) [INSERT IN SERIES B WARRANT: or an Alternate Cashless Exercise (as defined in Section 1(d)(2))]. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. 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 Holder has delivered the applicable Exercise Notice to the Company, the Company shall transmit by 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 NINTH Business Day (the “applicable Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program and that (A) the Common applicable Warrant Shares are eligiblesubject to an effective resale registration statement in favor of the Holder or (B) if exercised via Cashless Exercise [INSERT IN SERIES B WARRANT: or Alternate Cashless Exercise], upon at a time when Rule 144 would be available for resale of the request of applicable Warrant Shares by the Holder, credit such aggregate number of Common 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 Agent Commission At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (A) the applicable Warrant Shares are not subject to an effective resale registration statement in favor of the Holder and (B) if exercised via Cashless Exercise [INSERT IN SERIES B WARRANT: or Alternate Cashless Exercise], at a time when Rule 144 would not be available for resale of the applicable Warrant Shares by the Holder, 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 Common Warrant Shares to which the Holder is entitled pursuant to such exercise. Effective upon 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 DateNotice, 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 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 following any exercise, but and in no event later than NINE Business five (5) Trading Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) representing the right to purchase the number of Warrant Shares purchasable 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 Common Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this WarrantWarrant (other than the Holder's income taxes). 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. While any SPA Warrants remain outstanding, the Company shall use a transfer agent that participates in the DTC Fast Automated Securities Transfer Program.

Mechanics of Exercise. 1.1.1 Subject to the terms and conditions hereof (including, including without limitation, limitation the limitations set forth in Section 1(f)Tranche Limitation), this Warrant may shall be automatically exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration each Tranche Notice Date, in whole or in part, with such exercise documented by (i) delivery to the Transfer Agent (with by Holder of a copy written notice to the Company) of a written notice, in the form attached hereto as Exhibit A Appendix 1 (the “Exercise Notice”), of the Holder’s election to exercise of this Warrant, and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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”), with such payment made, at Holder’s option, (x) in cash or by wire transfer of immediately available funds funds, (y) by the issuance and delivery of a recourse promissory note substantially in the form attached hereto as Appendix 2 (each, a “Recourse Note”), or (Bz) if applicable, by notifying the Transfer Agent that this Warrant is being exercised cashless exercise pursuant to Section 1.3. 1.1.2 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 Cashless Exercise (as defined in Section 1(d)). new Warrant evidencing the right to purchase the remaining number of Warrant Shares. 1.1.3 On or before the NINTH Business Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received each of the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (the “Exercise Delivery Documents”) from the Holder by 6:30 p.m. Eastern time, or on the Transfer Agent has next Trading Day if the Exercise Delivery Documents are received notice of after 6:30 p.m. Eastern time or on a Cashless Exercisenon-Trading Day (in each case, the “Exercise Delivery Date”), the Company shall transmit (Xi) provided that a facsimile acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder, and (ii) an electronic copy of its share issuance instructions to the Holder and to the Company’s transfer agent (the “Transfer Agent”), with such transmissions to comply with the notice provisions contained in Section 6.2 of the Purchase Agreement, and shall instruct and authorize the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, to credit such aggregate number of Common freely-tradable Warrant Shares to which the Holder is entitled pursuant to receive upon such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (DTC) through the Fast Automated Securities Transfer (FAST) Program through its Deposit Withdrawal Agent Commission (DWAC) system, or (Y) with such credit to occur no later than 12:00 p.m. Eastern Time on the Trading Day following the Exercise Delivery Date, time being of the essence; provided, however, that if any Warrant Shares issuable in connection with the Transfer Agent Company’s delivery of a Tranche Notice are not credited as DWAC Shares by 12:00 p.m. Eastern Time on the Trading Day following the Tranche Notice Date, then the Tranche Closing Date applicable to the Exercise Notice shall be extended by one Trading Day for each Trading Day that timely credit of DWAC Shares 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 name made. 1.1.4 Upon automatic exercise of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise DateWarrant, 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 certificates evidencing such Warrant Shares. Shares are credited to the Holder’s DTC account. 1.1.5 If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) exercised 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 such exercise, then the Company shall shall, as soon as practicable following any exercise, but and in no event later than NINE Business Days following one Trading Day after such exercise, update the Warrant Exercise Date, and at its own expense, issue a new Warrant (in accordance with Section 6(d)) representing Schedule to reflect the right to purchase the revised number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to for which this Warrant is exercisedthen exercisable and deliver a copy of the updated Warrant Exercise Schedule to the Holder. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant, other than income-related taxes payable by the Holder.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)1(c) and Section 4), this Warrant Option may be exercised by the Holder commencing Purchaser at any time or times on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Effective Date, in whole or in part, subject to Section 1(c), by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s duly completed and executed by Purchaser, stating Purchaser's election to exercise this WarrantOption, the number of shares of Series A Preferred Stock being tendered in exchange for LifeMap Shares upon exercise of this Option, and the number of LifeMap Shares being issued upon such exchange, and (ii) surrendering this Warrant to the Transfer Agent at the address set forth delivery of shares of Series A Preferred Stock, endorsed in Section 7blank, and (iii) (A) payment to the Company of an amount equal to be exchange for LifeMap Shares at the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) Exchange Ratio then in cash or by wire transfer of immediately available funds or (B) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d))effect. On or before the NINTH Business first (1st) Trading Day following the date on which the Company has received the Exercise Notice and shares of Series A Preferred Stock, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Purchaser and the transfer agent of the LifeMap Shares (the “Transfer Agent”), if any. On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Purchaser delivers a number of shares of Series A Preferred Stock sufficient for such exercise at the Exchange Ratio (the “Aggregate Option Exchange Shares”) 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”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received provided that if the Aggregate Exercise Price Option Exchange Shares have not been delivered by such date, the Share Delivery Date shall be one (or 1) Trading Day after the Transfer Agent has received notice of a Cashless ExerciseAggregate Option Exchange Shares are delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the HolderProgram, credit such aggregate number of Common LifeMap Shares to which the Holder Purchaser is entitled pursuant to such exercise to the Holder’s Purchaser's or its designee’s 's balance account with DTC through its Deposit / Withdrawal Agent Commission At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or if there is no Transfer Agent, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder Purchaser or its designee, for the number of Common LifeMap Shares to which the Holder Purchaser is entitled pursuant to such exercise. Effective upon the Exercise Date, the Holder The Company shall be deemed responsible for all corporate purposes to have become the holder of record fees and expenses of the Warrant Shares Transfer Agent and all fees and expenses with respect to which this Warrant has been exercisedthe transfer of LifeMap Shares to the Purchaser, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. 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 following any exercise, but in no event later than NINE Business Days following the Exercise Date, 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 purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercisedif any. No fractional Common LifeMap Shares are to be issued upon the exercise of this WarrantOption, but rather the number of Common LifeMap Shares to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery transfer of Warrant LifeMap Shares to the Purchaser upon exercise of this WarrantOption.

Mechanics of Exercise. 1.1.1 Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f))hereof, this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Issuance Date, in whole or in part, by (i) delivery to the Transfer Agent (with of a copy written notice to the Company) of a written notice, in the form attached hereto as Exhibit A Appendix 1 (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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”), with such payment made, at Investor’s option, (x) in cash or by wire transfer of immediately available funds funds, (y) by the issuance and delivery of a recourse promissory note substantially in the form attached hereto as Appendix 2 (each, a “Recourse Note”), or (Bz) if applicable, by notifying the Transfer Agent that this Warrant is being exercised cashless exercise pursuant to Section 1.3. 1.1.2 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 Cashless Exercise (as defined in Section 1(d)). new Warrant evidencing the right to purchase the remaining number of Warrant Shares. 1.1.3 On or before the NINTH Business Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received each of the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (the “Exercise Delivery Documents”) from the Holder by 6:30 p.m. Eastern time, or on the Transfer Agent has next Trading Day if the Exercise Delivery Documents are received notice of after 6:30 p.m. Eastern time or on a Cashless Exercisenon-Trading Day (in each case, the “Exercise Delivery Date”), the Company shall transmit (Xi) provided that a facsimile acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder, and (ii) an electronic copy of its share issuance instructions to the Holder and to the Company’s transfer agent (the “Transfer Agent”), with such transmissions to comply with the notice provisions contained in Section 6.2 of the Purchase Agreement, and shall instruct and authorize the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligible, upon the request of the Holder, to credit such aggregate number of Common freely-tradable Warrant Shares to which the Holder is entitled pursuant to receive upon such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (DTC) through the Fast Automated Securities Transfer (FAST) Program through its Deposit Withdrawal Agent Commission (DWAC) system, or (Y) with such credit to occur no later than 12:00 p.m. Eastern Time on the Trading Day following the Exercise Delivery Date, time being of the essence; provided, however, that if the Transfer Agent Warrant Shares are not credited as DWAC Shares by 12:00 p.m. Eastern Time on the Trading Day following the Exercise Delivery Date, then the Tranche Closing Date applicable to the Exercise Notice shall be extended by one Trading Day for each Trading Day that timely credit of DWAC Shares is not participating in made. Notwithstanding the DTC Fast Automated Securities Transfer Programforegoing, issue and dispatch by overnight courier to if the address as specified in Company is not DWAC eligible on the Exercise NoticeDelivery Date, a certificatethen the Warrant Shares shall be issued in certificated form, registered in free of restrictive legend, and delivered to Investor or its designee no later than 12:00 p.m. Eastern Time on the name Trading Day following the Exercise Delivery Date, time being of the Holder or its designeeessence, and the Tranche Closing Date shall be extended by one Trading Day for each Trading Day required for Investor to receive the number certificated shares and convert such certificated shares into electronic form. 1.1.4 Upon delivery of Common Shares to which the Holder is entitled pursuant to such exercise. Effective upon the Exercise DateDelivery 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 of delivery of the certificates evidencing such Warrant SharesShares are credited to the Holder’s DTC account. Any Warrant delivered in connection with a Tranche Notice and exercised by Holder shall be deemed exercised (i) on the Tranche Notice Date, if exercised by 6:30 p.m. Eastern time on the Tranche Notice Date, or (ii) on the next Trading Day, if exercised by Investor after 6:30 p.m. Eastern Time on the Tranche Notice Date or on any other date, in each case with Holder deemed to be a holder of record as of such date. 1.1.5 If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) exercised 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 such exercise, then the Company shall shall, as soon as practicable following any exercise, but and in no event later than NINE Business Days following one Trading Day after such exercise, update the Tranche Exercise Date, and at its own expense, issue a new Warrant (in accordance with Section 6(d)) representing Schedule to reflect the right to purchase the revised number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to for which this Warrant is exercisedthen exercisable and deliver a copy of the updated Tranche Exercise Schedule to the Holder. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(g)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Exercisability Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds funds, or (B) provided the conditions for cashless exercise set forth in Section 1(d) are satisfied, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (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 NINTH first (1st) Business Day following the date on which the Company has received the Exercise Notice (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 Delivery Documents to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Business Day following the date on which the Company has received all of the Exercise Delivery Documents, but subject to the prior receipt by the Company of the Aggregate Exercise Price (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of Common 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 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 shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon Upon delivery of the Exercise DateDelivery 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 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 following any exercise, but and in no event later than NINE three Business Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) 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. No fractional shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up down to the nearest whole number. The Company It is understood and agreed by the Holder that Holder shall pay any and be responsible for all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense tax liabilities that may be payable with respect to the issuance and delivery arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise of this Warrantthereof.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing at any time or times on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Initial Exercisability Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, 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 or by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). 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. 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 NINTH Business first (1st) Trading Day following the date on which the Holder has delivered an Exercise Notice to the Company, 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 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 Holder has delivered the Exercise Notice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Holder has delivered the Exercise Notice to the Company (a “Share Delivery Date”) following (provided that if the date Aggregate Exercise Price has not been delivered by such date, the applicable Share Delivery Date shall be one (the “Exercise Date”1) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received Trading Day after the Aggregate Exercise Price (or the Transfer Agent has received 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 and that (A) the Common applicable Warrant Shares are eligible, upon the request of the Holderregistered for issuance pursuant to a registration statement or (B) this Warrant is exercised via Cashless Exercise, credit such aggregate number of Common 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 Agent Commission At Custodian system, or (Y) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Warrant Shares are not issuable pursuant to a registration statement and this Warrant is not exercised via Cashless Exercise, 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 Common Warrant Shares to which the Holder is entitled pursuant to such exercise. Effective upon 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 DateNotice, 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 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 following any exercise, but and in no event later than NINE Business two (2) Trading Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d7(d)) representing the right to purchase the number of Warrant Shares purchasable 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 Common Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Common Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that 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. While any SPA Warrants remain outstanding, the Company shall use a transfer agent that participates in the DTC Fast Automated Securities Transfer Program.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder commencing on any day on or after the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Initial Exercisability Date, in whole or in part, by (i) delivery to the Transfer Agent (with a copy to the Company) 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, Warrant and (ii) surrendering this Warrant to the Transfer Agent at the address set forth in Section 7, and (iii) either (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) by notifying the Transfer Agent Company that this Warrant is being exercised pursuant to a Cashless Exercise (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 NINTH Business first (1st) Trading Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent Company has received the Exercise Notice (such date, the "Exercise Date"), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and this Warrant 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 (the "Share Delivery Date"), so long as the Holder delivers the Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exercise)) on or prior to 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 and that the Common Shares are eligibleProgram, upon the request of the Holder, credit such aggregate number of Common 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 Agent Commission 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 shares of Common Shares Stock to which the Holder is entitled pursuant to such exercise. Effective upon 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 Share Delivery Date, 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 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 following any exercise, but and in no event later than NINE Business three (3) Trading Days following the Exercise Date, after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d8(d)) representing the right to purchase the number of Warrant Shares purchasable 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 shares of Common Shares Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Shares Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes, including without limitation, all documentary stamp, transfer or similar taxes, or other incidental expense that taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), rights represented by this Warrant may be exercised by the Holder commencing on the date that is six (6) months plus one day following the Closing Date (as defined in the Securities Purchase Agreement), and continuing until the Expiration Date, in whole or in part, part at any time or times during the Exercise Period by (i) delivery to the Transfer Agent (with a copy to the Company) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, (ii) surrendering . 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 Transfer Agent at applicable number of Warrant Shares purchased. On or before the address set forth in Section 7second Trading Day (the “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 (iii) (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” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or (B) by notifying the Transfer Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as defined cashless exercise, in Section 1(d)). On or before the NINTH Business Day (the “Share Delivery Date”) following the date (the “Exercise Date”) on which the Transfer Agent has received the Exercise Notice and this Warrant and the Company has received the case there shall be no Aggregate Exercise Price (or the Transfer Agent has received notice of a Cashless Exerciseprovided), the Company shall (Xor direct its transfer agent to) provided that either (i) cause the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the Common Warrant Shares are eligible, upon the request of the Holder, credit such aggregate number of Common Shares purchased hereunder to which be transmitted by its transfer agent to the Holder is entitled pursuant to such exercise to by crediting the account of the Holder’s or its designee’s balance account with DTC the Depository Trust Company through its Deposit or Withdrawal Agent Commission systemat Custodian system (“DWAC”) if the Company is then a participant in such system and either (x) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder, or (Yy) if the Transfer Agent is not participating in Warrant Shares are eligible for resale by the DTC Fast Automated Securities Transfer ProgramHolder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), or otherwise issue and dispatch deliver 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 shares of Common Shares Stock to which the Holder is entitled pursuant to such exerciseexercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Effective upon Upon delivery of the Exercise DateDelivery Documents, the Holder shall be deemed for all corporate (but not Rule 144) 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 certificates evidencing such Warrant Shares. 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 following any exercise, but and in no event later than NINE Business Days following the Exercise Date, three (3) business days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d)6) 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. No fractional If the Company fails to cause its transfer agent to issue to the Holder the respective shares of Common Shares are Stock by the respective Warrant 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 or otherwise, and such failure shall also be deemed an event of default under the Note, a material breach under this Warrant, and a material breach under the Purchase Agreement. In addition, if the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, 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 VWAP of the Common Stock on the date of the applicable Exercise Notice), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. 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 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 Common Shares to be issued shall be rounded up to Holder. Y = the nearest whole number. The Company shall pay any and all 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 number of Warrant Shares upon exercise that the Holder elects to purchase under this Warrant (at the date of this Warrantsuch calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the date of such calculation).