Common use of Right to Exercise on a Net Issuance Basis Clause in Contracts

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants for cash pursuant to Section 4.5(a), Holders shall have the right to exercise Warrants or any portion thereof (the “Net Issuance Right”) for Warrant Shares as provided in this Section 4.5(b) at any time or from time to time during the period specified in Section 4.2 hereof by the surrender to the Warrant Agent of a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares subject to such Warrants and noted on the Exercise Form (the “Net Issuance Warrant Shares”), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount or any cash or other consideration) that number of fully paid and nonassessable Warrant Shares (subject to the provisions of Section 4.7) equal to the quotient obtained by dividing (x) the value of such Warrants (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants (or the specified portion thereof) on the Net Issuance Exercise Date (as defined above) by (y) the fair market value of one Warrant Share on the Net Issuance Exercise Date. Expressed as a formula, such net issuance exercise shall be computed as follows: X = B - A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants this Warrant for cash pursuant to Section 4.5(a)cash, Holders the Holder shall have the right to exercise Warrants this Warrant or any portion thereof (the “"Net Issuance Right”") for Warrant Shares into Common Stock as provided in this Section 4.5(b) G.1 at any time or from time to time during the period specified in Section 4.2 on page one of this Warrant Agreement, hereof by the surrender of this Warrant to the Warrant Agent of Company with a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares shares of the Securities subject to such Warrants this Warrant and noted on the Exercise Form (the “"Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Warrant Shares (subject to the provisions shares of Section 4.7) Common Stock equal to the quotient obtained by dividing (x) the value of such Warrants this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount Price of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants this Warrant (or the specified portion thereofhereof) on the Net Issuance Exercise Date (as defined aboveherein defined) by (yY) the fair market value one share of one Warrant Share Common Stock on the Net Issuance Exercise DateDate (as herein defined). Expressed as a formulaformula as shown below, such net issuance exercise shall be computed as follows: X = B - B-A / Y Where: X = the number of Warrant Shares issuable shares of Common Stock that may be issued to the Holder thereof Holder, Y = the FMV fair market value ("FMV") of one Warrant Share share of Common Stock as of the Net Issuance Exercise Date Date, A = the aggregate Exercise Amount Price (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.i.

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants this Warrant for cash pursuant to Section 4.5(a)cash, Holders the Holder shall have the right to exercise Warrants this Warrant or any portion thereof (( the “"Net Issuance Right”") for Warrant Shares into Common Stock as provided in this Section 4.5(b) G.1 at any time or from time to time during the period specified in Section 4.2 on page one of this Warrant Agreement, hereof by the surrender of this Warrant to the Warrant Agent of Company with a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares shares subject to such Warrants this Warrant and noted on the Exercise Form (the “the" Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Warrant Shares (subject to the provisions shares of Section 4.7) Common Stock equal to the quotient obtained by dividing (x) the value of such Warrants this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount price of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants (this Warrant ( or the specified portion thereofhereof) on the Net Issuance Exercise Date (( as defined aboveherein defined) by (yY) the fair market value one share of one Warrant Share Common Stock on the Net Issuance Exercise DateDate ( as herein defined). Expressed as a formula, such net issuance exercise shall be computed as follows: X = B - A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.:

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants this Warrant for cash pursuant to Section 4.5(a)cash, Holders the Holder shall have the right to exercise Warrants this Warrant or any portion thereof (the “"Net Issuance Right”") for Warrant Shares into Common Stock as provided in this Section 4.5(b) G.1 at any time or from time to time during the period specified in Section 4.2 on page one of this Warrant Agreement, hereof by the surrender of this Warrant to the Warrant Agent of Company with a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares shares subject to such Warrants this Warrant and noted on the Exercise Form (the “"Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Warrant Shares (subject to the provisions shares of Section 4.7) Common Stock equal to the quotient obtained by dividing (x) the value of such Warrants this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount price of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants this Warrant (or the specified portion thereofhereof) on the Net Issuance Exercise Date (as defined aboveherein defined) by (yY) the fair market value one share of one Warrant Share Common Stock on the Net Issuance Exercise DateDate (as herein defined). Expressed as a formulaformula as shown below, such net issuance exercise shall be computed as follows: X = B - B-A -- Y Where: X = the number of Warrant Shares issuable shares of Common Stock that may be issued to the Holder thereof Y = the FMV fair market value ("FMV") of one Warrant Share share of Common Stock as of the Net Issuance Exercise Date A = the aggregate Exercise Amount Price (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.i.

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants this Warrant for cash pursuant to Section 4.5(a)cash, Holders the Holder shall have the right to exercise Warrants this Warrant or any portion thereof (( the “"Net Issuance Right”") for Warrant Shares into Common Stock as provided in this Section 4.5(b(G)(1) at any time or from time to time during the period specified in Section 4.2 on page one of this Warrant Agreement, hereof by the surrender of this Warrant to the Warrant Agent of Company with a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares shares subject to such Warrants this Warrant and noted on the Exercise Form (the “"Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Warrant Shares (subject to the provisions shares of Section 4.7) Common Stock equal to the quotient obtained by dividing (x) the value of such Warrants this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount price of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants (this Warrant ( or the specified portion thereofhereof) on the Net Issuance Exercise Date (( as defined aboveherein defined) by (yY) the fair market value one share of one Warrant Share Common Stock on the Net Issuance Exercise DateDate ( as herein defined). Expressed as a formulaformula as shown below, such net issuance exercise shall be computed as follows: X = B - B-A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.--- Y

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants for cash pursuant to Section 4.5(a3.04(a), Holders shall have the right to exercise Warrants or any portion thereof (the “"Net Issuance Right”") for Warrant Shares as provided in this Section 4.5(b3.04(b) at any time or from time to time during the period specified in Section 4.2 3.01 hereof by the surrender to the Warrant Agent of a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares subject to such Warrants and noted on the Exercise Form (the “"Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount or any cash or other consideration) that number of fully paid and nonassessable Warrant Shares (subject to the provisions of Section 4.75.01) equal to the quotient obtained by dividing (x) the value of such Warrants (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants (or the specified portion thereof) on the Net Issuance Exercise Date (as defined above) by (y) the fair market value of one Warrant Share on the Net Issuance Exercise Date. Expressed as a formula, such net issuance exercise shall be computed as follows: X = B - A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x × Exercise Price, plus, to the extent required by Section 8.1 3.03 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x × Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants this Warrant for cash pursuant to Section 4.5(a)cash, Holders the Holder shall have the right to exercise Warrants this Warrant or any portion thereof (( the “"Net Issuance Right”") for Warrant Shares into Common Stock as provided in this Section 4.5(b) G.1 at any time or from time to time during the period specified in Section 4.2 on page one of this Warrant Agreement, hereof by the surrender of this Warrant to the Warrant Agent of Company with a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares shares subject to such Warrants this Warrant and noted on the Exercise Form (the “" Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Warrant Shares (subject to the provisions shares of Section 4.7) Common Stock equal to the quotient obtained by dividing (x) the value of such Warrants this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount price of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants (this Warrant ( or the specified portion thereofhereof) on the Net Issuance Exercise Date (( as defined aboveherein defined) by (yY) the fair market value one share of one Warrant Share Common Stock on the Net Issuance Exercise DateDate ( as herein defined). Expressed as a formulaformula as shown below, such net issuance exercise shall be computed as follows: X = B - B-A --- Y Where: X = the number of Warrant Shares issuable shares of Common Stock that may be issued to the Holder thereof Y = the FMV fair market value ("FMV") of one Warrant Share share of Common Stock as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.Date

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants for cash pursuant to Section 4.5(a), Holders shall have the right to exercise Warrants or any portion thereof (the “Net Issuance Right”) for Warrant Shares as provided in this Section 4.5(b) at any time or from time to time during the period specified in Section 4.2 hereof by the surrender to the Warrant Agent of a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares subject to such Warrants and noted on the Exercise Form (the “Net Issuance Warrant Shares”), the Company shall calculate and deliver or cause caused to be delivered to the Holder (without payment by the Holder of any Exercise Amount or any cash or other consideration) that number of fully paid and nonassessable Warrant Shares (subject to the provisions of Section 4.7) (x) equal to the quotient obtained by dividing (x) the value of such Warrants (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants (or the specified portion thereof) on the Net Issuance Exercise Date (as defined above) by (y) the fair market value of one Warrant Share on the Net Issuance Exercise Date. Expressed as a formula, such net issuance exercise shall be computed as follows: X = B - A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.:

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants this Warrant for cash pursuant to Section 4.5(a)cash, Holders the Holder shall have the right to exercise Warrants this Warrant or any portion thereof (( the “"Net Issuance Right”") for Warrant Shares into Common Stock as provided in this Section 4.5(b) G.1 at any time or from time to time during the period specified in Section 4.2 hereof on page one of this Warrant Agreement, by the surrender of this Warrant to the Warrant Agent of Company with a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares shares subject to such Warrants this Warrant and noted on the Exercise Form (the “"Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Warrant Shares (subject to the provisions shares of Section 4.7) Common Stock equal to the quotient obtained by dividing (x) the value of such Warrants this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount price of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants (this Warrant ( or the specified portion thereofhereof) on the Net Issuance Exercise Date (( as defined aboveherein defined) by (yY) the fair market value one share of one Warrant Share Common Stock on the Net Issuance Exercise DateDate ( as herein defined). Expressed as a formula, such net issuance exercise shall be computed as follows: X = B - A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.:

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants this Warrant for cash pursuant to Section 4.5(a)cash, Holders the Holder shall have the right to exercise Warrants this Warrant or any portion thereof (the “"Net Issuance Right”") for Warrant Shares into Common Stock as provided in this Section 4.5(b) G.1 at any time or from time to time during the period specified in Section 4.2 on page one of this Warrant Agreement, hereof by the surrender of this Warrant to the Warrant Agent of Company with a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares shares subject to such Warrants this Warrant and noted on the Exercise Form (the “" Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Warrant Shares (subject to the provisions shares of Section 4.7) Common Stock equal to the quotient obtained by dividing (x) the value of such Warrants this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount price of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants this Warrant (or the specified portion thereofhereof) on the Net Issuance Exercise Date (as defined aboveherein defined) by (yY) the fair market value one share of one Warrant Share Common Stock on the Net Issuance Exercise DateDate (as herein defined). Expressed as a formulaformula as shown below, such net issuance exercise shall be computed as follows: X = B - B-A --- Y Where: X = the number of Warrant Shares issuable shares of Common Stock that may be issued to the Holder thereof Y = Y= the FMV fair market value ("FMV") of one Warrant Share share of Common Stock as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.Date

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants this Warrant for cash pursuant to Section 4.5(a)cash, Holders the Holder shall have the right to exercise Warrants this Warrant or any portion thereof (the “"Net Issuance Right”") for Warrant Shares into Common Stock as provided in this Section 4.5(b) G.1 at any time or from time to time during the period specified in Section 4.2 on page one of this Warrant Agreement, hereof by the surrender of this Warrant to the Warrant Agent of Company with a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares shares subject to such Warrants this Warrant and noted on the Exercise Form (the “"Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Warrant Shares (subject to the provisions shares of Section 4.7) Common Stock equal to the quotient obtained by dividing (x) the value of such Warrants this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount price of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants this Warrant (or the specified portion thereofhereof) on the Net Issuance Exercise Date (as defined aboveherein defined) by (yY) the fair market value one share of one Warrant Share Common Stock on the Net Issuance Exercise DateDate (as herein defined). Expressed as a formulaformula as shown below, such net issuance exercise shall be computed as follows: X = B - B-A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.----- Y

Right to Exercise on a Net Issuance Basis. In lieu of exercising Class A Warrants for by cash payment pursuant to Section 4.5(a), Holders shall have the right to exercise Class A Warrants or any portion thereof (the “"Net Issuance Right”") for Warrant Shares as provided in this Section 4.5(b) at any time or from time to time during the period specified in Section 4.2 hereof by the surrender to the Warrant Agent of a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares subject to such Class A Warrants and noted on the Exercise Form (the “"Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment delivery by the Holder of any Exercise Amount or any cash or other consideration) that number of fully paid and nonassessable Warrant Shares (subject to the provisions of Section 4.7) equal to the quotient obtained by dividing (x) the value of such Class A Warrants (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value Fair Market Value of the Net Issuance Warrant Shares issuable upon exercise of such Class A Warrants (or the specified portion thereof) on the Net Issuance Exercise Date (as defined above) by (y) the fair market value Fair Market Value of one Warrant Share on the Net Issuance Exercise Date. Expressed as a formula, such net issuance exercise shall be computed as follows: X = B - − A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Class A Warrants and the exchange of such Class A Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.)

Right to Exercise on a Net Issuance Basis. In lieu of exercising Class B Warrants for by cash payment pursuant to Section 4.5(a), Holders shall have the right to exercise Class B Warrants or any portion thereof (the “"Net Issuance Right”") for Warrant Shares as provided in this Section 4.5(b) at any time or from time to time during the period specified in Section 4.2 hereof by the surrender to the Warrant Agent of a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares subject to such Class B Warrants and noted on the Exercise Form (the “"Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment delivery by the Holder of any Exercise Amount or any cash or other consideration) that number of fully paid and nonassessable Warrant Shares (subject to the provisions of Section 4.7) equal to the quotient obtained by dividing (x) the value of such Class B Warrants (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value Fair Market Value of the Net Issuance Warrant Shares issuable upon exercise of such Class B Warrants (or the specified portion thereof) on the Net Issuance Exercise Date (as defined above) by (y) the fair market value Fair Market Value of one Warrant Share on the Net Issuance Exercise Date. Expressed as a formula, such net issuance exercise shall be computed as follows: X = B - − A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Class B Warrants and the exchange of such Class B Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.)

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants this Warrant for cash pursuant to Section 4.5(a)cash, Holders the Holder shall have the right to exercise Warrants this Warrant or any portion thereof (( the “"Net Issuance Right”") for Warrant Shares into Common Stock as provided in this Section 4.5(b) G.1 at any time or from time to time during the period specified in Section 4.2 on page one of this Warrant Agreement, hereof by the surrender of this Warrant to the Warrant Agent of Company with a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares shares subject to such Warrants this Warrant and noted on the Exercise Form (the “" Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Warrant Shares (subject to the provisions shares of Section 4.7) Common Stock equal to the quotient obtained by dividing (x) the value of such Warrants this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount price of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants (this Warrant ( or the specified portion thereofhereof) on the Net Issuance Exercise Date (( as defined aboveherein defined) by (yY) the fair market value one share of one Warrant Share Common Stock on the Net Issuance Exercise DateDate ( as herein defined). Expressed as a formulaformula as shown below, such net issuance exercise shall be computed as follows: X = B - A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.:

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants this Warrant for cash pursuant to Section 4.5(a)2.4.1, Holders the Holder shall have the right to exercise Warrants this Warrant or any portion thereof (the “Net Issuance Right”"NET ISSUANCE RIGHT") for Warrant Shares into shares of Common Stock as provided in this Section 4.5(b) 2.4.2 at any time or from time to time during the period specified in Section 4.2 hereof 2.2 by the surrender of this Warrant to the Warrant Agent of Company with a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares shares subject to such Warrants this Warrant and noted on the Exercise Form (the “Net Issuance Warrant Shares”"NET ISSUANCE WARRANT SHARES"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Warrant Shares (subject to the provisions of Section 4.7) Common Stock equal to the quotient obtained by dividing (x) the value of such Warrants this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount Price of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value Fair Market Value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants this Warrant (or the specified portion thereofhereof) on the Net Issuance Exercise Date (as defined aboveherein defined) by (yY) the fair market value Fair Market Value of one Warrant Share share of Common Stock on the Net Issuance Exercise DateDate (as herein defined). Expressed as a formula, such net issuance exercise shall be computed as follows: X = B - A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.:

Right to Exercise on a Net Issuance Basis. In lieu of exercising Warrants this Warrant for cash pursuant to Section 4.5(a)cash, Holders the Holder shall have the right to exercise Warrants this Warrant or any portion thereof (( the “"Net Issuance Right”") for Warrant Shares into Common Stock as provided in this Section 4.5(b) G.1 at any time or from time to time during the period specified in Section 4.2 on page one of this Warrant Agreement, hereof by the surrender of this Warrant to the Warrant Agent of Company with a duly executed and properly completed Exercise Form marked to reflect net issuance exercise. Upon exercise of the Net Issuance Right with respect to a particular number of Warrant Shares shares subject to such Warrants this Warrant and noted on the Exercise Form (the “the" Net Issuance Warrant Shares”"), the Company shall calculate and deliver or cause to be delivered to the Holder (without payment by the Holder of any Exercise Amount Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Warrant Shares (subject to the provisions shares of Section 4.7) Common Stock equal to the quotient obtained by dividing (x) the value of such Warrants this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Exercise Amount price of the Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (B) the aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of such Warrants (this Warrant ( or the specified portion thereofhereof) on the Net Issuance Exercise Date (( as defined aboveherein defined) by (yY) the fair market value one share of one Warrant Share Common Stock on the Net Issuance Exercise DateDate ( as herein defined). Expressed as a formula, such net issuance exercise shall be computed as follows: X = B - A Y Where: X = the number of Warrant Shares issuable to the Holder thereof Y = the FMV of one Warrant Share as of the Net Issuance Exercise Date A = the aggregate Exercise Amount (i.e., Net Issuance Warrant Shares x Exercise Price, plus, to the extent required by Section 8.1 hereof, any and all applicable taxes and charges due in connection with the exercise of the applicable Warrants and the exchange of such Warrants for such Net Issuance Warrant Shares) B = the aggregate FMV (i.e., FMV x Net Issuance Warrant Shares) If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.B-A)/Y