Common use of Submission to Dispute Resolution Clause in Contracts

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading Days following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent Third Party. (ii) The Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute Documentation. (iii) The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise PriceAverage Daily Trading Volume, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Purchase Notice Limit or fair market value or the arithmetic calculation of the number of Warrant Shares VWAP (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder Investor (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Investor at any time after the Holder Investor learned of the circumstances giving rise to such dispute. If the Holder Investor and the Company are unable to agree upon promptly resolve such determination dispute relating to such Average Daily Trading Volume, Purchase Notice Limit or calculation within two VWAP (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder Investor (as the case may be) of such dispute to the Company or the Holder Investor (as the case may be), then the Holder may, at its sole option, submit Company and the dispute to Investor may select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of as mutually agreed upon to resolve such Independent Third Partydispute. (ii) The Holder Investor and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 10.16 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such investment bank was selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder Investor or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder Investor shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder Investor shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder Investor of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty submitting such dispute, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Closing Bid Price, such Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or such fair market value or such arithmetic calculation of the number of Warrant Shares (as the case may be) within two (2) Trading Business Days following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent Third Party. (ii) The Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a15(a)(i) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute Documentation. (iii) The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (iA) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Priceclosing sale price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail email (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such closing sale price, or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (iiB) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a5(o) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iiiC) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third PartySuch investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error. If such investment bank’s resolution differs by less than 5% from the Company’s proposed determination, the fees and expenses of such investment bank shall be borne by the Holder, and if such investment bank’s resolution differs by more than 5% from the Company’s proposed determination, the fees and expenses of such investment bank shall be borne by the Company.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two three (23) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Closing Bid Price, such Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the third (3rd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty who does not prevail, as determined by such investment bank, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (iA) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (iiB) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a5(p) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Trading Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iiiC) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Trading Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third PartySuch investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error. The fees and expenses of such investment bank shall be borne by the Company.

Submission to Dispute Resolution. (iA) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Price or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (iiB) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a5(m) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iiiC) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third PartySuch investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error. If such investment bank’s resolution differs by less than 5% from the Company’s proposed determination, the fees and expenses of such investment bank shall be borne by the Holder, and if such investment bank’s resolution differs by 5% or more from the Company’s proposed determination, the fees and expenses of such investment bank shall be borne by the Company.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile or email (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time within ten (10) Trading Days after the Holder learned learns of the circumstances giving rise to such disputedispute (or, if the Holder thereafter learns new information with respect to such circumstances, within ten (10) Trading Days after the Holder learns of such new information). If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder mayand the Company shall mutually agree upon, at its sole optionand select, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by to resolve such dispute at the Holder (expense of the “Independent Third Party”), and the Company shall pay all expenses of such Independent Third PartyCompany. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder investment bank was selected such Independent Third Party by the parties hereto (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely paid 50/50 by the Company, Company and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest errorthe Holder.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a Conversion Price or a fair market value or the arithmetic calculation of the number of Warrant Shares a Conversion Rate (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder applicable Purchaser (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, such Purchaser at any time after the Holder such Purchaser learned of the circumstances giving rise to such dispute. If the Holder such Purchaser and the Company are unable to agree upon promptly resolve such determination dispute relating to such Bid Price, such Closing Bid Price, such Closing Sale Price, such Conversion Price, such fair market value, or the arithmetic calculation within two of such Conversion Rate (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder such Purchaser (as the case may be) of such dispute to the Company or the Holder such Purchaser (as the case may be), then the Holder such Purchaser may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder Such Purchaser and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 4.21 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such Purchaser selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder such Purchaser or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder such Purchaser or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder such Purchaser shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation) . (iii) The Company and the Holder such Purchaser shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder such Purchaser of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise PriceAverage Daily Trading Volume, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Purchase Notice Limit or fair market value or the arithmetic calculation of the number of Warrant Shares VWAP (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder Investor (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two three (23) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Investor at any time after the Holder Investor learned of the circumstances giving rise to such dispute. If the Holder Investor and the Company are unable to agree upon promptly resolve such determination dispute relating to such Average Daily Trading Volume, Purchase Notice Limit or calculation within two VWAP (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder Investor (as the case may be) of such dispute to the Company or the Holder Investor (as the case may be), then the Holder may, at its sole option, submit Company and the dispute to Investor may select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of as mutually agreed upon to resolve such Independent Third Partydispute. (ii) The Holder Investor and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 10.16 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such investment bank was selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder Investor or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder Investor shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder Investor shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder Investor of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty submitting such dispute, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading Days following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent Third Party. (ii) The Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute Documentation. (iii) The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “"Dispute Submission Deadline”") (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “"Required Dispute Documentation”") (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, a Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder Company or the Holder, as applicable, learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Black Scholes Consideration Value, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the tenth (2nd10th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuean Installment Conversion Price, Event of Default Black Scholes Value, Black Scholes Value a Weighted Average Price or a fair market value or the arithmetic calculation of a Conversion Rate or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Days at any time after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Installment Conversion Price, such Weighted Average Price or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independentwith the consent of the Company, outside accountant selected by the Holder (the “Independent Third Party”)not to be unreasonably withheld, and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 21 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, Company and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuean Installment Conversion Price, Event of Default Black Scholes Valuean Alternate Conversion Price, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder or the Company, as the case may be, learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Installment Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder mayand the Company shall jointly agree upon (with Xxxxxxxxxxx & Co. Inc., at its sole option, submit the dispute to deemed pre-approved by both parties) and select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (iA) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (iiB) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a5(p) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iiiC) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third PartySuch investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error. If such investment bank’s resolution differs by less than 5% from the Company’s proposed determination, the fees and expenses of such investment bank shall be borne by the Holder, and if such investment bank’s resolution differs by more than 5% from the Company’s proposed determination, the fees and expenses of such investment bank shall be borne by the Company.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading Days following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent Third Party. (ii) The Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute Documentation. (iii) The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd ) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 14 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th ) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuea Dividend Conversion Price, Event of Default Black Scholes Valuean Alternate Conversion Price, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable redemption price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, such Hxxxxx at any time after the Holder such Hxxxxx learned of the circumstances giving rise to such dispute. If the such Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Dividend Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable redemption price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the such Holder (as the case may be) of such dispute to the Company or the such Holder (as the case may be), then the such Holder may, at its sole optionwith the consent of the Company (not to be unreasonably withheld, submit the dispute to conditioned or delayed), select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Such Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the such Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the such Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the such Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the such Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the such Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty in whose favor the investment bank decides such dispute or, in the event that the investment bank determines that the applicable calculation is in between the amounts submitted by the Company and such Holder, then half of such fees and expenses shall be borne by the Company and half of such fees and expenses shall be borne by the Holder, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise PriceAverage Daily Trading Volume, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Purchase Notice Limit or fair market value or the arithmetic calculation of the number of Warrant Shares VWAP (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder Investor (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Investor at any time after the Holder Investor learned of the circumstances giving rise to such dispute. If the Holder Investor and the Company are unable to agree upon promptly resolve such determination dispute relating to such Average Daily Trading Volume, Purchase Notice Limit or calculation within two VWAP (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder Investor (as the case may be) of such dispute to the Company or the Holder Investor (as the case may be), then the Holder may, at its sole option, submit Company and the dispute to Investor may select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of as mutually agreed upon to resolve such Independent Third Partydispute. (ii) The Holder Investor and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a10.16(b) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such investment bank was selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder Investor or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder Investor shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder Investor shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder Investor of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty submitting such dispute, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares Units (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company Partnership or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the CompanyPartnership, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company Partnership are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Black Scholes Consideration Value, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Units (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company Partnership or the Holder (as the case may be) of such dispute to the Company Partnership or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company Partnership shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company Partnership fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company Partnership and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company Partnership nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company Partnership and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company Partnership and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the CompanyPartnership, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Consideration Value Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (ia) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the a Closing Sale Price, the Closing Bid Pricea Conversion Rate, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or a fair market value or a Redemption Premium Amount or the arithmetic calculation of a Conversion Price or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (Ai) if by the Company, within two five (25) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (Bii) if by the Holder, at any time within five (5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Sale Price, such Conversion Rate, such fair market value or such Redemption Premium Amount, or the arithmetic calculation within two of such Conversion Price or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole optionwith the consent of the Company (such consent not to be unreasonably or untimely withheld), submit the dispute to select an independent, reputable reputable, nationally known investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (iib) The Holder and the Company shall each deliver to such Independent Third Party investment bank (Ai) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 21 and (Bii) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the tenth (2nd10th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (Ai) and (Bii) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iiic) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The reasonable fees and reasonable expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading Days following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent Third Party. (ii) The Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute Documentation. (iii) The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days at any time after the Holder learned of the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading Days following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, parties shall submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder as mutually agreed upon to resolve such dispute (the “Independent Third Party”), . If the Company and the Company Holder cannot agree upon such and investment bank or accountant within ten (10) Trading Days of the initial notice, the parties shall pay all expenses of such Independent Third Partysubmit the dispute to binding arbitration pursuant to the Arbitration Provisions. (ii) The Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute Documentation. (iii) The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Companylosing party, and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value a Conversion Price or the arithmetic calculation of a Conversion Rate, the number of Warrant Shares Optional Redemption Price or the Forced Redemption Price (as the case may be) (including, without limitation, including a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise (A) if by the Company, within two five (25) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time Holder within five (5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Conversion Price or the arithmetic calculation within two of such Conversion Rate or such Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to Company shall select an independent, reputable investment bank or independentacceptable to the Holder, outside accountant selected by the Holder (the “Independent Third Party”)acting reasonably, to resolve such dispute and the Company shall pay all expenses promptly send written confirmation of such Independent Third Partyjoint selection to the Holder. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 19 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (p.m., New York time) , by second the fifth (2nd5th) Business Day immediately following the date on which the Company provided notice to the Holder selected of the joint selection of such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by shared equally between the CompanyCompany and the Holder, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuean Alternate Conversion Price, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two five (25) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time within five (5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, Event of Default Black Scholes Value, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Company and the Holder may, at its sole option, submit the dispute to may jointly select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two five (25) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Price or fair market value or the arithmetic calculation of the number of Warrant Right Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Sale Price or such fair market value or such arithmetic calculation within two of the number of Right Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise PriceAverage Daily Trading Volume, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Purchase Notice Limit or fair market value or the arithmetic calculation of the number of Warrant Shares VWAP (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder Investor (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Investor at any time after the Holder Investor learned of the circumstances giving rise to such dispute. If the Holder Investor and the Company are unable to agree upon promptly resolve such determination dispute relating to such Average Daily Trading Volume, Purchase Notice Limit or calculation within two VWAP (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder Investor (as the case may be) of such dispute to the Company or the Holder Investor (as the case may be), then the Holder may, at its sole option, submit Company and the dispute to Investor may select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of as mutually agreed upon to resolve such Independent Third Partydispute. (ii) The Holder Investor and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such investment bank was selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder Investor or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder Investor shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder Investor shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder Investor of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companysubstantially non-prevailing party, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise PriceAverage Daily Trading Volume, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Purchase Notice Limit or fair market value or the arithmetic calculation of the number of Warrant Shares VWAP (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder Investor (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Investor at any time after the Holder Investor learned of the circumstances giving rise to such dispute. If the Holder Investor and the Company are unable to agree upon promptly resolve such determination dispute relating to such Average Daily Trading Volume, Purchase Notice Limit or calculation within two VWAP (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder Investor (as the case may be) of such dispute to the Company or the Holder Investor (as the case may be), then the Holder may, at its sole option, submit Company and the dispute to Investor may select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of as mutually agreed upon to resolve such Independent Third Party.dispute. Docusign Envelope ID: C036C03D-D237-4E22-98C5-546C32A7008B (ii) The Holder Investor and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a10.16(b) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such investment bank was selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder Investor or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder Investor shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder Investor shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder Investor of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty submitting such dispute, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, a Black Scholes Consideration Value, Event of Default Black Scholes ValueClosing Bid Price, Black Scholes Value a Closing Sale Price, a Conversion Price, an Installment Conversion Price, an Acceleration Conversion Price, an Alternate Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Black Scholes Consideration Value, Closing Bid Price, such Closing Sale Price, such Conversion Price, such Installment Conversion Price, such Acceleration Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 25 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Price or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in 12.1.1. In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value Exercise Rate or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”)thereof, the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise (A) if by the Company, within two five (25) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time Holder within five (5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price or the arithmetic calculation within two of such Exercise Rate (2as the case may be) Trading Days at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to Company shall select an independent, reputable investment bank or independentacceptable to the Holder, outside accountant selected by the Holder (the “Independent Third Party”)acting reasonably, to resolve such dispute and the Company shall pay all expenses promptly send written confirmation of such Independent Third Partyjoint selection to the Holder. (ii) 12.1.2. The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 12.1 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (p.m., New York time) , by second the fifth (2nd5th) Business Day immediately following the date on which the Company provided notice to the Holder selected of the joint selection of such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. (iii) 12.1.3. The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by shared equally between the CompanyCompany and the Holder, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading Days following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable repSutable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent Third Party. (ii) The Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute Documentation. (iii) The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Price or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of the number of Warrant Shares a Conversion Rate, (as the case may be) (including, without limitation, including a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company Corporation or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the CompanyCorporation, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, such Holder at any time after the such Holder learned of the circumstances giving rise to such dispute. If the such Holder and the Company Corporation are unable to agree upon promptly resolve such determination dispute relating to such closing bid price, such Closing Sale Price, such Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two (2) Trading Days of such Conversion Rate, at any time after the second Business Day following such initial notice by the Company Corporation or the such Holder (as the case may be) of such dispute to the Company Corporation or the such Holder (as the case may be), then the such Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Such Holder and the Company Corporation shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a22(a) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) the fifth Business Day immediately following the date on which the such Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the such Holder or the Company Corporation fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company Corporation and the such Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company Corporation nor the such Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company Corporation and the such Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company Corporation and the such Holder of such resolution no later than five (5) 10 Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the CompanyCorporation, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuea Floor Price, an Alternate Optional Conversion Price, an Alternate Triggering Event of Default Black Scholes ValueConversion Price, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, including a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise (A) if by the Company, within two five (25) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time Holder within five (5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Floor Price, such Alternate Optional Conversion Price, such Alternate Triggering Event Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to Company shall select an independent, reputable investment bank or independentacceptable to the Holder, outside accountant selected by the Holder (the “Independent Third Party”)acting reasonably, to resolve such dispute and the Company shall pay all expenses promptly send written confirmation of such Independent Third Partyjoint selection to the Holder. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York Calgary time) by second the fifth (2nd5th) Business Day immediately following the date on which the Company provided notice to the Holder selected of the joint selection of such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by shared equally between the CompanyCompany and the Holder, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default the Company Black Scholes Value, the Black Scholes Value or the fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Black Scholes Consideration Value, Company Black Scholes Value, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independentbank, outside accountant selected by reasonably acceptable to the Holder (the “Independent Third Party”)Company, and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 16 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in 1. In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuean Alternate Conversion Price, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable redemption price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, such Holder at any time after the Holder such Xxxxxx learned of the circumstances giving rise to such dispute. If the such Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable redemption price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the such Holder (as the case may be) of such dispute to the Company or the such Holder (as the case may be), then the such Holder may, at its sole optionwith the consent of the Company (not to be unreasonably withheld, submit the dispute to conditioned or delayed), select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The 2. Such Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the such Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the such Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the such Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) 3. The Company and the such Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the such Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty in whose favor the investment bank decides such dispute or, in the event that the investment bank determines that the applicable calculation is in between the amounts submitted by the Company and such Holder, then half of such fees and expenses shall be borne by the Company and half of such fees and expenses shall be borne by the Holder, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Consideration Value, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, the Black Scholes Value or the fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder Company or the Holder, as applicable, learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the tenth (2nd10th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuean Installment Conversion Price, Event of Default Black Scholes Valuean Alternate Conversion Price, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder or the Company, as the case may be, learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Installment Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder mayand the Company shall jointly agree upon (with Xxxxxxxxxxx & Co. Inc., at its sole option, submit the dispute to deemed pre-approved by both parties) and select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 22 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading Days following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent Third Party. (ii) The Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute Documentation. (iii) The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration ValueAlternate Conversion Price, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable redemption price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, such Holder at any time after the Holder such Hxxxxx learned of the circumstances giving rise to such dispute. If the such Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable redemption price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the such Holder (as the case may be) of such dispute to the Company or the such Holder (as the case may be), then the such Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Such Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 22 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the such Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the such Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the such Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the such Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the such Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (iA) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (iiB) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a5(p) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “"Dispute Submission Deadline”") (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “"Required Dispute Documentation”") (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iiiC) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s Such investment bank's resolution of such dispute shall be final and binding upon all parties absent manifest error. If such investment bank's resolution differs by less than 5% from the Company's proposed determination, the fees and expenses of such investment bank shall be borne by the Holder, and if such investment bank's resolution differs by more than 5% from the Company's proposed determination, the fees and expenses of such investment bank shall be borne by the Company.

Submission to Dispute Resolution. (iA) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (iiB) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a5(p) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York Arizona time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “"Dispute Submission Deadline”") (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “"Required Dispute Documentation”") (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iiiC) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s Such investment bank's resolution of such dispute shall be final and binding upon all parties absent manifest error. If such investment bank's resolution differs by less than 5% from the Company's proposed determination, the fees and expenses of such investment bank shall be borne by the Holder, and if such investment bank's resolution differs by more than 5% from the Company's proposed determination, the fees and expenses of such investment bank shall be borne by the Company.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Market Price, the Closing Bid PriceVWAP, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Shares issuable pursuant to this Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail email (A) if by the Company, within two five (25) Trading Days business days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time within five (5) business days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Market Price, VWAP, or such fair market value or such arithmetic calculation within two of the number of Shares issuable pursuant to this Warrant (2as the case may be), at any time after the second (2nd) Trading Days business day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Company and the Holder may, at its sole option, submit the dispute to may jointly select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of accounting firm to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party accounting firm (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 11 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York Eastern time) by second the fifth (2nd5th) Business Day business day immediately following the date on which the Company and the Holder jointly selected such Independent Third Party accounting firm (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party accounting firm with respect to such dispute and such Independent Third Party accounting firm shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party accounting firm prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyaccounting firm, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party accounting firm in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party accounting firm to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days business days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party accounting firm shall be borne solely equally by the CompanyCompany and the Holder, and such Independent Third Partyaccounting firm’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (iA) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (iiB) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a5(p) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Trading Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iiiC) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Trading Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third PartySuch investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error. The fees and expenses of such investment bank shall be borne by Company.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 14 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation) . (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of the number of Warrant Shares a Conversion Rate (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, such Holder at any time after the such Holder learned of the circumstances giving rise to such dispute. If the such Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Sale Price, such Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the such Holder (as the case may be) of such dispute to the Company or the such Holder (as the case may be), then the such Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Such Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 22 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the such Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the such Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the such Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation) . (iii) The Company and the such Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the such Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Adjustment Price, the Forced Exercise Price, the Black Scholes Consideration Value, Event of Default the Company Black Scholes Value, the Black Scholes Value or the fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Adjustment Price, such Forced Exercise Price, such Black Scholes Consideration Value, Company Black Scholes Value, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independentbank, outside accountant selected by reasonably acceptable to the Holder (the “Independent Third Party”)Company, and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuean Installment Conversion Price, Event of Default Black Scholes Valuean Alternate Conversion Price, Black Scholes Value Acceleration Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (as all such terms are defined in the Schedule of Terms) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, such Holder at any time after the Holder such Hxxxxx learned of the circumstances giving rise to such dispute. If the such Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Installment Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the such Holder (as the case may be) of such dispute to the Company or the such Holder (as the case may be), then the such Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Such Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a10(i) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the such Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the such Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the such Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the such Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the such Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a Conversion Price or a fair market value or the arithmetic calculation of the number of Warrant Shares a Conversion Rate (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder applicable Purchaser (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, such Purchaser at any time after the Holder such Purchaser learned of the circumstances giving rise to such dispute. If the Holder such Purchaser and the Company are unable to agree upon promptly resolve such determination dispute relating to such Bid Price, such Closing Bid Price, such Closing Sale Price, such Conversion Price, such fair market value, or the arithmetic calculation within two of such Conversion Rate (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder such Purchaser (as the case may be) of such dispute to the Company or the Holder such Purchaser (as the case may be), then the Holder such Purchaser may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder Such Purchaser and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 4.23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such Purchaser selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder such Purchaser or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder such Purchaser or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder such Purchaser shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation) . (iii) The Company and the Holder such Purchaser shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder such Purchaser of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Priceclosing sale price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a Conversion Price or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, including a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company Corporation or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the CompanyCorporation, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, such Holder at any time after the such Holder learned of the circumstances giving rise to such dispute. If the such Holder and the Company Corporation are unable to agree upon promptly resolve such determination dispute relating to such closing bid price, such closing sale price, such Conversion Price, such such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company Corporation or the such Holder (as the case may be) of such dispute to the Company Corporation or the such Holder (as the case may be), then the such Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Such Holder and the Company Corporation shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a22(a) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the such Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the such Holder or the Company Corporation fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company Corporation and the such Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company Corporation nor the such Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company Corporation and the such Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company Corporation and the such Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the CompanyCorporation, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole optionwith the consent of the Company (not to be unreasonably or untimely withheld, submit the dispute to conditioned or delayed), select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty in whose favor the investment bank decides such dispute or, in the event that the investment bank determines that the applicable calculation is in between the amounts submitted by the Company and such Holder, then half of such fees and expenses shall be borne by the Company and half of such fees and expenses shall be borne by the Holder, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise PriceAverage Daily Trading Volume, the Closing Sale PricePurchase Notice Limit, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Beneficial Ownership Limitation or fair market value or the arithmetic calculation of the number of Warrant Shares VWAP (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder Investor (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two three (23) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Investor at any time after the Holder Investor learned of the circumstances giving rise to such dispute. If the Holder Investor and the Company are unable to agree upon promptly resolve such determination dispute relating to such Average Daily Trading Volume, Beneficial Ownership Limitation, Purchase Notice Limit or calculation within two VWAP (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder Investor (as the case may be) of such dispute to the Company or the Holder Investor (as the case may be), then the Holder may, at its sole option, submit Company and the dispute to Investor may select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of as mutually agreed upon to resolve such Independent Third Partydispute. (ii) The Holder Investor and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 10.16 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such investment bank was selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder Investor or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder Investor shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder Investor shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder Investor of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty submitting such dispute, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, Event of Default Black Scholes Value, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Consideration Value, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 16 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Forced Exercise Minimum Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, including a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail or otherwise (A) if by the Company, within two five (25) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time Holder within five (5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Forced Exercise Minimum Price, such Closing Sale Price, such Bid Price, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to Company shall select an independent, reputable investment bank or independentacceptable to the Holder, outside accountant selected by the Holder (the “Independent Third Party”)acting reasonably, to resolve such dispute and the Company shall pay all expenses promptly send written confirmation of such Independent Third Partyjoint selection to the Holder. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York Calgary time) by second the fifth (2nd5th) Business Day immediately following the date on which the Company provided notice to the Holder selected of the joint selection of such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver submit all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by shared equally between the CompanyCompany and the Holder, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing a Conversion Price, a Bid Price, Black Scholes Consideration Valuean Alternate Conversion Price, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence Company initially became aware of the circumstances giving rise to such dispute or (B) if by the Holder, at any time Holder within two (2) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Bid Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independentbank, outside accountant selected by reasonably acceptable to the Holder (the “Independent Third Party”)Company, and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the tenth (2nd10th) Business Day immediately following the date on which the Holder emailed the Company to indicate Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the CompanyCompany (unless the investment bank determines there was no reasonably basis for such dispute, in which case the fees and expenses of such investment bank shall be borne by the Holder), and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a Conversion Price or a fair market value or the arithmetic calculation of the number of Warrant Shares a Conversion Rate (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder applicable Purchaser (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, such Purchaser at any time after the Holder such Purchaser learned of the circumstances giving rise to such dispute. If the Holder such Purchaser and the Company are unable to agree upon promptly resolve such determination dispute relating to such Bid Price, such Closing Bid Price, such Closing Sale Price, such Conversion Price, such fair market value, or the arithmetic calculation within two of such Conversion Rate (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder such Purchaser (as the case may be) of such dispute to the Company or the Holder such Purchaser (as the case may be), then the Holder such Purchaser may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder Such Purchaser and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 4.23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such Purchaser selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder such Purchaser or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder such Purchaser or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder such Purchaser shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder such Purchaser shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder such Purchaser of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail pursuant to the notice provisions in Section 8 hereof (A) if by the Company, within two five (25) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time (x) if with respect to a Change of Control, within thirty (30) days after the earlier of public disclosure of the purchase price per share of Common Stock in such Change of Control or public disclosure of the consummation of such Change of Control, or (y) otherwise, within ten (10) Trading Days after the Holder learned learns of the circumstances giving rise to such disputedispute (or, if the Holder thereafter learns new information with respect to such circumstances, within ten (10) Trading Days after the Holder learns of such new information). If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder mayand the Company shall mutually agree upon, at its sole optionand select, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Party. (ii) dispute. The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder investment bank was selected such Independent Third Party by the parties hereto (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation. (iii) ). The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely paid 50/50 by the Company, Company and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest errorthe Holder.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile or email (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time (x) if with respect to a Change of Control, within ninety (90) days after the public disclosure of the consummation of such Change of Control, or (y) otherwise, within ten (10) Trading Days after the Holder learned learns of the circumstances giving rise to such disputedispute (or, if the Holder thereafter learns new information with respect to such circumstances, within ten (10) Trading Days after the Holder learns of such new information). If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder mayand the Company shall mutually agree upon, at its sole optionand select, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder investment bank was selected such Independent Third Party by the parties hereto (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely paid 50/50 by the Company, Company and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest errorthe Holder.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a Conversion Price or a fair market value or the arithmetic calculation of the number of Warrant Shares a Conversion Rate (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder applicable Purchaser (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, such Purchaser at any time after the Holder such Purchaser learned of the circumstances giving rise to such dispute. If the Holder such Purchaser and the Company are unable to agree upon promptly resolve such determination dispute relating to such Bid Price, such Closing Bid Price, such Closing Sale Price, such Conversion Price, such fair market value, or the arithmetic calculation within two of such Conversion Rate (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder such Purchaser (as the case may be) of such dispute to the Company or the Holder such Purchaser (as the case may be), then the Holder such Purchaser may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder Such Purchaser and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 4.22 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such Purchaser selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder such Purchaser or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder such Purchaser or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder such Purchaser shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation) . (iii) The Company and the Holder such Purchaser shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder such Purchaser of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i1) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise PriceAverage Daily Trading Volume, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Purchase Notice Limit or fair market value or the arithmetic calculation of the number of Warrant Shares VWAP (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder Investor (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Investor at any time after the Holder Investor learned of the circumstances giving rise to such dispute. If the Holder Investor and the Company are unable to agree upon promptly resolve such determination dispute relating to such Average Daily Trading Volume, Purchase Notice Limit or calculation within two VWAP (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder Investor (as the case may be) of such dispute to the Company or the Holder Investor (as the case may be), then the Holder may, at its sole option, submit Company and the dispute to Investor may select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of as mutually agreed upon to resolve such Independent Third Partydispute. (ii2) The Holder Investor and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 10.16 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such investment bank was selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder Investor or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder Investor shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii3) The Company and the Holder Investor shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder Investor of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty submitting such dispute, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Market Price, Black Scholes Consideration Valuea Conversion Price, Event of Default Black Scholes Valuean Installment Conversion Price, Black Scholes Value an Alternate Conversion Price, or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Market Price, such Conversion Price, such Installment Conversion Price, such Alternate Conversion Price or such fair market value, or the arithmetic calculation within two of such Conversion Rate, or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit with the dispute consent of the Company (not to be unreasonably withheld or delayed) select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 21 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York Toronto time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute Documentation.Required (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Redemption Amount, the Optional Redemption Price, the a Closing Bid Price, a Closing Sale Price, the Closing Bid a Conversion Price, a Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder Company or the Holder, as applicable, learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Redemption Amount, such Optional Redemption Price, such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Black Scholes Consideration Value, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a21(a)(i) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the tenth (2nd10th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (iA) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Consideration Value, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (iiB) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a5(p) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iiiC) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely equally by the CompanyCompany and a Holder, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value a Conversion Price or the arithmetic calculation of a Conversion Rate, the number of Warrant Shares Optional Redemption Price or the Forced Redemption Price (as the case may be) (including, without limitation, including a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise (A) if by the Company, within two five (25) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time Holder within five (5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Conversion Price or the arithmetic calculation within two of such Conversion Rate or such Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to Company shall select an independent, reputable investment bank or independentacceptable to the Holder, outside accountant selected by the Holder (the “Independent Third Party”)acting reasonably, to resolve such dispute and the Company shall pay all expenses promptly send written confirmation of such Independent Third Partyjoint selection to the Holder. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 19 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (p.m., New York time) , by second the fifth (2nd5th) Business Day immediately following the date on which the Company provided notice to the Holder selected of the joint selection of such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by shared equally between the CompanyCompany and the Holder, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuean Alternate Conversion Price, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable redemption price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holdersuch Xxxxxx, at any time after the Holder learned of the circumstances giving rise to such disputetime. If the such Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable redemption price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the such Holder (as the case may be) of such dispute to the Company or the such Holder (as the case may be), then the such Holder may, at its sole optionwith the consent of the Company (not to be unreasonably withheld, submit the dispute to conditioned or delayed), select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Such Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the such Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the such Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the such Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the such Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the such Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty in whose favor the investment bank decides such dispute or, in the event that the investment bank determines that the applicable calculation is in between the amounts submitted by the Company and such Holder, then half of such fees and expenses shall be borne by the Company and half of such fees and expenses shall be borne by the Holder, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuean Installment Conversion Price, Event of Default Black Scholes Valuea Pre-Installment Conversion Price, Black Scholes Value an Alternate Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, the number of Warrant Shares Restricted Principal, or the applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Installment Conversion Price, such Pre-Installment Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate, the Restricted Principal or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to Company shall select an independent, reputable investment bank or independentbank, outside accountant selected approved by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent Third Partyapproval not to be unreasonably withheld or delayed) to resolve such dispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 24 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black an Alternate Conversion Price, a Black-Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such Black-Scholes Consideration Value, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank reasonably acceptable to the Company (so long as such consent or independent, outside accountant selected approval by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of is not unreasonably or untimely delayed) to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 24 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise PriceAverage Daily Trading Volume, the Closing Sale PricePurchase Notice Limit, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares VWAP (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder Investor (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence learning of the circumstances giving rise to such dispute or (B) if by the Holder, Investor at any time after the Holder Investor learned of the circumstances giving rise to such dispute. If the Holder Investor and the Company are unable to agree upon promptly resolve such determination dispute relating to such Average Daily Trading Volume, Purchase Notice Limit or calculation within two VWAP (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder Investor (as the case may be) of such dispute to the Company or the Holder Investor (as the case may be), then the Holder may, at its sole option, submit Company and the dispute to Investor may select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of as mutually agreed upon to resolve such Independent Third Partydispute. (ii) The Holder Investor and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 10.16 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such investment bank was selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder Investor or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder Investor shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder Investor shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder Investor of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companylosing party, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error. The terms of this Agreement, each other applicable Transaction Document, and the Required Dispute Documentation shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Agreement and any other applicable Transaction Documents.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, a Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such disputenotice as specified hereunder. If the Holder and the Company are unable to agree upon promptly (but in any event, by the tenth (10th) day following the commencement of such determination dispute) resolve such dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Black Scholes Consideration Value, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the fifth (5th) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Company and the Holder may, at its sole option, submit the dispute to shall mutually agree upon an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) ‎21 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the CompanyCompany in the event that the Holder substantially prevails, or borne solely by the Holder in the event that the Company substantially prevails, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail email (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank reasonably acceptable to the Company (so long as such consent or independent, outside accountant selected approval by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of is not unreasonably or untimely delayed) to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading Days following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent Third Party. (ii) The Holder and the Company shall each deliver to such Independent Third Party (Party( A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute Documentation. (iii) The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest error.five

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuean Alternate Conversion Price, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 24 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Average Daily Trading Volume or fair market value or the arithmetic calculation of the number of Warrant Shares Purchase Notice Limit (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder Investor (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two three (23) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Investor at any time after the Holder Investor learned of the circumstances giving rise to such dispute. If the Holder Investor and the Company are unable to agree upon promptly resolve such determination dispute relating to such Average Daily Trading Volume, Purchase Notice Limit or calculation within two VWAP (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder Investor (as the case may be) of such dispute to the Company or the Holder Investor (as the case may be), then the Holder may, at its sole option, submit Company and the dispute to Investor may select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of as mutually agreed upon to resolve such Independent Third Partydispute. (ii) The Holder Investor and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 10.16 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder such investment bank was selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder Investor or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder Investor shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder Investor shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder Investor of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty submitting such dispute, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties Parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuean Alternate Optional Conversion Price, an Alternate Triggering Event of Default Black Scholes ValueConversion Price, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Optional Conversion Price, such Alternate Triggering Event Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail facsimile (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise a Closing Bid Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Valuean Installment Conversion Price, Event of Default Black Scholes Valuea Pre-Installment Conversion Price, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, the number of Warrant Shares Restricted Principal, or the applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two five (25) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time within five (5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Installment Conversion Price, such Pre-Installment Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of such Conversion Rate, the Restricted Principal or such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit and the dispute to Company may jointly select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 24 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two three (23) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Closing Bid Price, such Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the third (3rd) Trading Days Business Day following such initial notice by the Company or the Holder (as 11 the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 15 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companyparty who does not prevail, as determined by such investment bank, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the a Closing Sale Price, the Closing Bid a Conversion Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value a VWAP or a fair market value or the arithmetic calculation of a Conversion Shares, or the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the CompanyCompany or SPAC, as applicable, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company or SPAC, as applicable, are unable to agree upon promptly resolve such determination dispute relating to such Closing Sale Price, such Conversion Price, such VWAP or such fair market value, or the arithmetic calculation within two of a Conversion Shares such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or SPAC, as applicable, or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company or SPAC, as applicable, shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 25 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company or SPAC, as applicable, and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company or SPAC, as applicable, nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company or SPAC, as applicable, and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company or SPAC, as applicable, and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the CompanyCompany or SPAC, as applicable, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, the Black Scholes Value or the fair market value or the arithmetic calculation of the number of Series A Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder Company or the Holder, as applicable, learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Series A Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the tenth (2nd10th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail pursuant to the notice provisions in Section 8 hereof (A) if by the Company, within two five (25) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time (x) if with respect to a Change of Control, within thirty (30) days after the earlier of public disclosure of the purchase price per share of Common Stock in such Change of Control or public disclosure of the consummation of such Change of Control, or (y) otherwise, within ten (10) Trading Days after the Holder learned learns of the circumstances giving rise to such disputedispute (or, if the Hxxxxx thereafter learns new information with respect to such circumstances, within ten (10) Trading Days after the Holder learns of such new information). If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Black Scholes Value or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder mayand the Company shall mutually agree upon, at its sole optionand select, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder investment bank was selected such Independent Third Party by the parties hereto (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely paid 50/50 by the Company, Company and such Independent Third Party’s resolution of such dispute shall be final and binding upon all parties absent manifest errorthe Holder.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or a fair market value or the arithmetic calculation of the number of Warrant Shares applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such fair market value, or the arithmetic calculation within two of such applicable Redemption Price (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to select an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 18 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Company, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. (i) Notwithstanding anything to the contrary in this Warrant, in In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value Price or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Trading Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon promptly resolve such determination dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price or such fair market value or such arithmetic calculation within two of the number of Warrant Shares (2as the case may be), at any time after the second (2nd) Trading Days Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder mayand the Company shall mutually agree upon (or, at its sole optionif a party fails to timely select such investment bank, submit the dispute either party may elect to have Canaccord Genuity as such investment bank), and select, an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of to resolve such Independent Third Partydispute. (ii) The Holder and the Company shall each deliver to such Independent Third Party investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 15(a) 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by second the fifth (2nd5th) Business Day immediately following the date on which the Holder selected such Independent Third Party investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such Independent Third Party investment bank with respect to such dispute and such Independent Third Party investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such Independent Third Party investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such Independent Third Partyinvestment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such Independent Third Party investment bank in connection with such dispute, dispute (other than the Required Dispute Documentation). (iii) The Company and the Holder shall cause such Independent Third Party investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than five ten (510) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such Independent Third Party investment bank shall be borne solely by the Companylosing party in such dispute, and such Independent Third Partyinvestment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.