Common use of Warrant Shares Clause in Contracts

Warrant Shares. On or before the third (3rd) business day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the aggregate Exercise Price payable with respect to such exercise, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s transfer agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number.

Warrant Shares. On Subject to the other provisions of this Warrant, on or before the third fifth (3rd5th) business day following the date on which the Company has received such an Exercise Notice, so long as the Warrant Holder delivers the aggregate Exercise Price payable with respect to such exerciseWarrant Price, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s transfer agent Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d9(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number.

Warrant Shares. On or before the third (3rd) business day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the aggregate ggregate Exercise Price payable with respect to such exercise, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s transfer agent Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d11(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number.

Warrant Shares. On or before the first (1st) Business Day (as hereafter defined) following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment or confirmation of receipt of such Exercise Notice to the Holder. On or before the third (3rd) business day Business Day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the aggregate Aggregate Exercise Price payable with respect on or prior to the second (2nd) Business Day following the date on which the Company has received such exerciseExercise Notice, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share shareholder register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for representing the number of shares of Common Stock Warrant Shares to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s transfer agent and all fees and expenses with respect related to the issuance of shares of Common Stock via DTCsuch Warrant Shares, if availableany. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant is submitted in connection with any exercise pursuant to this Section 3 3(b) and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d11(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Fractional shares of Common Stock stock are to be issued upon the exercise of this Warrant, but rather . The Company shall pay any and all taxes and fees which may be payable with respect to the number issuance and delivery of Warrant Shares to be issued upon exercise of this Warrant. Following the exercise in full of this Warrant, the Holder shall be rounded up deliver this original Warrant certificate to the nearest whole numberCompany. For purposes of this Warrant, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Warrant Shares. On If all or before the third (3rd) business day following the date on which the Company has received such Exercise Noticeany portion of a Pre-Funded Warrant, so long as the Warrant Holder delivers the aggregate Exercise Price payable with respect or a Representative’s Warrant is exercised at a time when there is an effective registration statement to such exercise, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s transfer agent and all fees and expenses with respect to cover the issuance of shares of Common Stock via DTCthe Pre-Funded Warrant Shares, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Representative’s Warrant Shares (Shares, as the case may be), or if the Pre-Funded Warrant, Warrant or Representative’s Warrant is exercised via cashless exercise at a time when such Pre-Funded Warrant Shares, Warrant Shares or Representative’s Warrant Shares are eligible for resale under Rule 144 by a non-affiliate of the Company, the Pre-Funded Warrant Shares, Warrant Shares or the Representative’s Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If this at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Pre-Funded Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Shares, Warrant Shares represented by this or the Representative’s Warrant submitted Shares) is not effective or is not otherwise available for exercise is for a greater number the sale of the Pre-Funded Warrant Shares, Warrant Shares than or the number of Representative’s Warrant Shares being acquired upon an exercise, then, at the request of the Warrant HolderShares, the Company shall as soon as practicable immediately notify the holders that have provided it an address of the Pre-Funded Warrants, Warrants or the Representative’s Warrant Agreement in writing that such registration statement is not then effective and in no event later than three (3) Business Days after any exercise thereafter shall promptly notify such holders when the registration statement is effective again and at its own expenseavailable for the sale of the Pre-Funded Warrant Shares, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less or the number of Representative’s Warrant Shares with respect (it being understood and agreed that the foregoing shall not limit the ability of the Company to which this Warrant is exercised. No fractional shares issue, or any holder thereof to sell, any of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Pre-Funded Warrant Shares to be issued shall be rounded up to the nearest whole numberor Warrant Shares in compliance with applicable federal and state securities laws).

Warrant Shares. On Subject to the other provisions of this Warrant, on or before the third second (3rd2nd) business day following the date on which the Company has received such an Exercise Notice, so long as the Warrant Holder Holder(s) delivers the aggregate Exercise Warrant Price payable with respect to (such exercise2nd day, the “Warrant Share Delivery Date”), the Company shall issue and deliver to the Warrant Holder Holder(s) or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), via DTC for the number of shares of Common Stock to which the Warrant Holder Holder(s) is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s transfer agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if availableStock. Upon delivery of an Exercise Notice, the Warrant Holder Holder(s) shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)account. If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant HolderHolder(s), the Company shall as soon as practicable and in no event later than three two (32) Business Days business days after any exercise and at its own expense, issue and deliver to the Warrant Holder Holder(s) (or its designee) a new Warrant (in accordance with Section 10(d9(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. If the Company fails to cause its transfer agent to transmit to the Warrant Holder(s) the Warrant Shares by the Warrant Share Delivery Date, then the Warrant Holder(s) will have the right to rescind such exercise.

Warrant Shares. On or before the third (3rd) business day following the date on Consultants acknowledges that any shares which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the aggregate Exercise Price payable with respect to such exercise, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction it may acquire from Client pursuant to the Exercise Noticeexercise of the Warrants provided for herein will not have been registered pursuant to the Securities Act of 1933, as amended (the Warrant Holder’s agent “Securities Act”), and therefore may not be sold or designeetransferred by Consultants except in the event that such shares are the subject of a registration statement or any future sale or transfer is, in each casethe opinion of counsel for Client, a certificate, registered in exempt from such registration provisions. Consultants acknowledges that any shares which it may acquire pursuant to the Company’s share register in the name exercise of the Warrant Holder Warrants will be for its own account and for investment purposes only and not with a view to the resale or its designee (as indicated in redistribution of same. Consultants further consent that the applicable Exercise Notice), following legend be placed upon all certificates for the number of shares of Common Stock which may be issued to which Consultants upon the Warrant Holder is entitled pursuant exercise of the Warrants: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.” Consultants further consent that no stop transfer instructions being placed against all certificates may not be issued to it upon the exercise of the Warrants. (i) If the Client executes a Registration during the term of the contract, then the Consultants’ shares will be added to this Registration at no cost to the Consultants. The Client shall bear all costs and expenses attributable to such exercise. The Company shall be responsible for all registration, excluding fees and expenses of Consultants’ counsel and any underwriting or selling commission. Client shall maintain the Company’s transfer agent effectiveness of such registration throughout the term of this Agreement and all fees for a 120 day period thereafter. (ii) Notwithstanding the foregoing, if the Shares issuable upon exercise of the Warrants are not otherwise registered under the Securities Act and expenses with respect the Client shall at any time after the date hereof propose to file a registration statement under the issuance of Securities Act, which registration statement shall include shares of Common Stock via DTCof Client or any selling shareholder, if available. Upon delivery Client shall give written notice to Consultants of an Exercise Notice, the Warrant Holder shall be deemed for such proposed registration and will permit Consultants to include in such registration all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant it has been exercised, irrespective acquired as of the date of such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)notice. If this Warrant is submitted in connection with any exercise pursuant to this Section 3 The Client shall bear all costs and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior expenses attributable to such exercise under this Warrantregistration, less the number excluding fees and expenses of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole numberConsultants’ counsel and any underwriting or selling commission.

Warrant Shares. On If all or before any portion of the third (3rd) business day Warrants or Pre-Funded Warrants are exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant ADSs, Pre-Funded Warrant ADSs or Class A Ordinary Shares underlying the Warrant ADSs or Pre-Funded Warrant ADSs, or if the Warrants or Pre-Funded Warrants are exercised via cashless exercise, the Warrant ADSs, Pre-Funded Warrant ADSs or Class A Ordinary Shares underlying the Warrant ADSs or Pre-Funded Warrant ADSs issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date on which hereof a registration statement (or any subsequent registration statement registering the Company has received such Exercise Notice, so long as sale or resale of the Warrant Holder delivers ADSs, Pre-Funded Warrant ADSs or Class A Ordinary Shares underlying the aggregate Exercise Price payable with respect to such exerciseWarrant ADSs or Pre-Funded Warrant ADSs) is not effective or is not otherwise available for the sale or resale of the Warrant ADSs, Pre-Funded Warrant ADSs or Class A Ordinary Shares underlying the Warrant ADSs or Pre-Funded Warrant ADSs, the Company shall issue immediately notify the holders of the Warrants and/or Pre-Funded Warrants in writing that such registration statement is not then effective and deliver to thereafter shall promptly notify such holders when the Warrant Holder or, at registration statement is effective again and available for the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent sale or designee, in each case, a certificate, registered in the Company’s share register in the name resale of the Warrant Holder ADSs, Pre-Funded Warrant ADSs or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which Class A Ordinary Shares underlying the Warrant Holder is entitled pursuant ADSs or Pre-Funded Warrant ADSs (it being understood and agreed that the foregoing shall not limit the ability of the Company to such exerciseissue, or any Purchaser to sell, any of the Warrant ADSs, Pre-Funded Warrant ADSs or Class A Ordinary Shares underlying the Warrant ADSs or Pre-Funded Warrant ADSs in compliance with applicable federal and state securities laws). The Company shall be responsible for all fees and expenses of use best efforts to keep a registration statement (including the Company’s transfer agent and all fees and expenses with respect to Registration Statement) registering the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record or resale of the Warrant ADSs, Pre-Funded Warrant ADSs or Class A Ordinary Shares with respect to which this underlying the Warrant has been exercised, irrespective ADSs or Pre-Funded Warrant ADSs effective during the term of the date such Warrant Shares are credited to Warrants and/or the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole numberPre-Funded Warrants.

Warrant Shares. On If all or before any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the third issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise more than six months after the date of issuance of the Warrant (3rdor one year in the event there is not adequate current public information available with respect to the Company as required by subsection (c) business day of Rule 144) and the holder is not and has not been an Affiliate of the Company within the 90 days prior to the date of exercise of the Warrant, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date on which hereof the Company has received such Exercise Notice, so long as Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Holder delivers Shares) is not effective or is not otherwise available for the aggregate Exercise Price payable with respect to such exercisesale or resale of the Warrant Shares, the Company shall issue immediately notify the holders of the Warrants in writing that such registration statement is not then effective and deliver to thereafter shall promptly notify such holders when the Warrant Holder or, at registration statement is effective again and available for the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent sale or designee, in each case, a certificate, registered in the Company’s share register in the name resale of the Warrant Holder Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or its designee (as indicated in the applicable Exercise Notice)any Purchaser to sell, for the number any of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exerciseShares in compliance with applicable federal and state securities laws). The Company shall be responsible for all fees and expenses use reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Company’s transfer agent Warrant Shares effective until the earliest of (i) the time that the Warrants have expired, and all fees and expenses (ii) the six-month anniversary of the date of issuance of the Warrants (or the one-year anniversary of the date of issuance in the event there is not adequate current public information available with respect to the issuance Company as required by subsection (c) of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may beRule 144). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number.

Warrant Shares. On (a) The Warrants and the Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Warrants or before the third (3rd) business day following the date on which Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company has received or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Exercise Noticetransfer does not require registration of such transferred Warrant under the Securities Act. (b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Warrants or the Warrant Holder delivers Shares in the aggregate Exercise Price payable following form: NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. (c) The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Warrants or the Warrant Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Warrants or Warrant Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of the Warrants and the Warrant Shares may reasonably request in connection with a pledge or transfer of the Warrants or the Warrant Shares. Certificates evidencing the Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Warrant Shares pursuant to Rule 144 (assuming cashless exercise of the Warrants), or (iii) if such Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise of the Warrants), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Warrant Shares may be sold under Rule 144 (assuming cashless exercise of the Warrants) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), the Company will, no later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Warrant Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Warrant Shares issued with a restrictive legend. (d) In addition to such exercisePurchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of Warrant Shares (based on the VWAP of the Common Stock on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate representing the Warrant Shares so delivered to the Warrant Holder or, at Company by such Purchaser that is free from all restrictive and other legends and (b) if after the Warrant Holder’s instruction pursuant Legend Removal Date such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to the Exercise Notice, the Warrant Holder’s agent deliver in satisfaction of a sale by such Purchaser of all or designee, in each case, a certificate, registered in the Company’s share register in the name any portion of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses Stock, or a sale of the Company’s transfer agent and all fees and expenses with respect to the issuance a number of shares of Common Stock via DTCequal to all or any portion of the number of shares of Common Stock, that such Purchaser anticipated receiving from the Company without any restrictive legend, then an amount equal to the excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if available. Upon delivery any) for the shares of an Exercise NoticeCommon Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Warrant Holder shall be deemed for all corporate purposes Shares that the Company was required to have become deliver to such Purchaser by the holder of record Legend Removal Date multiplied by (B) the lowest closing sale price of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of Common Stock on any Trading Day during the date such Warrant Shares are credited to the Warrant Holder’s DTC account or period commencing on the date of the delivery by such Purchaser to the Company of the certificates evidencing such applicable Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this Section 4.1(d). (e) The Shares, the Prefunded Warrants, and the Prefunded Warrant Shares shall be issued free of legends. If this all or any portion of a Prefunded Warrant is submitted in connection with any exercise exercised at a time when there is an effective registration statement to cover the issuance or resale of the Prefunded Warrant Shares or if the Prefunded Warrant is exercised via cashless exercise, the Prefunded Warrant Shares issued pursuant to this Section 3 and any such exercise shall be issued free of all legends. If at any time following the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than date hereof the number of Warrant Shares being acquired upon an exercise, then, at Registration Statement (or any subsequent registration statement registering the request sale or resale of the Prefunded Warrant HolderShares) is not effective or is not otherwise available for the sale or resale of the Prefunded Warrant Shares, the Company shall as soon as practicable immediately notify the holders of the Prefunded Warrants in writing that such registration statement is not then effective and in no event later than three (3) Business Days after any exercise thereafter shall promptly notify such holders when the registration statement is effective again and at its own expense, issue and deliver to available for the Warrant Holder (sale or its designee) a new Warrant (in accordance with Section 10(d)) representing resale of the right to purchase the number of Prefunded Warrant Shares purchasable immediately prior (it being understood and agreed that the foregoing shall not limit the ability of the Company to such exercise under this Warrantissue, less or any Purchaser to sell, any of the number of Prefunded Warrant Shares in compliance with respect applicable federal and state securities laws). The Company shall use best efforts to which this Warrant is exercised. No fractional shares keep a registration statement (including the Registration Statement) registering the issuance or resale of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Prefunded Warrant Shares to be issued shall be rounded up to effective during the nearest whole numberterm of the Prefunded Warrants.

Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) business day Trading Day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the aggregate Aggregate Exercise Price payable with respect (or elects a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received such exerciseExercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/ Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s transfer agent Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if availableany. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 3(c) and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d12(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. Following the exercise in full of this Warrant, the Holder shall deliver this original Warrant certificate to the Company.

Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) business day Trading Day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the aggregate Aggregate Exercise Price payable with respect (or elects a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received such exerciseExercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/ Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s transfer agent Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if availableany. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 3(c) and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d11(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. Following the exercise in full of this Warrant, the Holder shall deliver this original Warrant certificate to the Company.

Warrant Shares. On If all or before any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise after six months from the date of the Warrant issuance, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. At any time during the period commencing from the six (6) month anniversary of the date hereof, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c), and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the Subscription Amount of such Purchaser’s Securities that is in proportion to the securities held by the Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Shares and Warrant Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) business day following Business Day after the date on which event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company has received fails to make Public Information Failure Payments in a timely manner, such Exercise Notice, so long as the Warrant Holder delivers the aggregate Exercise Price payable with respect to such exercise, the Company Public Information Failure Payments shall issue and deliver to the Warrant Holder or, bear interest at the Warrant Holderrate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s instruction pursuant right to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), pursue actual damages for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to Public Information Failure, and such exercise. The Company Purchaser shall be responsible for all fees and expenses of the Company’s transfer agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d)) representing the right to purchase the number pursue all remedies available to it at law or in equity including, without limitation, a decree of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole numberspecific performance and/or injunctive relief.

Warrant Shares. On (a) The Shares shall be issued free of legends. (b) The Common Warrants and Common Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Common Warrants and Common Warrant Shares other than pursuant to an effective registration statement or before the third (3rd) business day following the date on which Rule 144, to the Company has received or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(d), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Exercise Noticetransfer does not require registration of such transferred Common Warrant and Common Warrant Shares under the Securities Act. (c) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Common Warrants and Common Warrant Holder delivers Shares in the aggregate Exercise Price payable following form: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] [HAS NOT] [HAVE] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. (d) The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Common Warrants and Common Warrant Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Common Warrants and Common Warrant Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Common Warrants and Common Warrant Shares may reasonably request in connection with a pledge or transfer of the Common Warrants or Common Warrant Shares. (e) Certificates evidencing the Common Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(c) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Common Warrant Shares pursuant to Rule 144 (assuming cashless exercise of the Common Warrants), or (iii) if such Common Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise of the Warrants), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any portion of a Common Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Common Warrant Shares or if such Common Warrant Shares may be sold under Rule 144 (assuming cashless exercise of the Warrants) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission), then such Common Warrant Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(e), the Company will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Common Warrant Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a book entry statement representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Warrant Shares issued with a restrictive legend. (f) In addition to such exercisePurchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, either (i) as partial liquidated damages and not as a penalty, for each $1,000 of Warrant Shares (based on the VWAP of the Common Stock on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c) and Section 4.1(e), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate representing the Warrant Shares so delivered to the Warrant Holder or, at Company by such Purchaser that is free from all restrictive and other legends or (b) if after the Warrant Holder’s instruction pursuant Legend Removal Date such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to the Exercise Notice, the Warrant Holder’s agent deliver in satisfaction of a sale by such Purchaser of all or designee, in each case, a certificate, registered in the Company’s share register in the name any portion of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses Stock, or a sale of the Company’s transfer agent and all fees and expenses with respect to the issuance a number of shares of Common Stock via DTCequal to all or any portion of the number of shares of Common Stock, that such Purchaser anticipated receiving from the Company without any restrictive legend, then an amount equal to the excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if available. Upon delivery any) for the shares of an Exercise NoticeCommon Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the Warrant Holder shall be deemed for all corporate purposes to have become “Buy-In Price”) over the holder product of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date (A) such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, that the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and was required to deliver to such Purchaser by the Warrant Holder Legend Removal Date multiplied by (or its designeeB) a new Warrant (in accordance with Section 10(d)) representing the right to purchase price at which the number of Warrant Shares purchasable immediately prior sell order giving rise to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole numberpurchase obligation was executed.

Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) business day Trading Day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the aggregate Aggregate Exercise Price payable with respect (or elects a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received such exerciseExercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/ Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s transfer agent Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if availableany. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 3(c) and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d12(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares shares of Common Stock to be issued shall be rounded up to the nearest whole number.to

Warrant Shares. On or If you do this, the options shall not be deemed to be exercised unless and until we accept for payment and pay for Shares tendered in the Offer. Any exercise of options in connection with the tender of underlying Shares shall be deemed to have occurred immediately prior to our acceptance for payment of Shares tendered in the Offer. The Depositary shall pay to the holders of such options the aggregate Offer Price with respect to the Shares so exercised, less the aggregate exercise price of the options so exercised and any applicable withholding amounts. Holders of options that tender Shares issuable upon exercise of options shall have the right to withdraw such tenders and revoke the related exercise of such options to the same extent that holders of Shares generally are permitted to withdraw tenders in the Offer. All options that are not tendered and are outstanding immediately before the third effective time of the Merger, whether or not vested, will be canceled as of the Effective Time in exchange for an amount in cash equal to the number of Shares subject to each such option, multiplied by the excess, if any, of (3rdi) business day following the date on which Offer Price over (ii) the Company has received per-share exercise price of such option. Options granted under the 1997 Equity Incentive Plan that are not tendered will terminate upon Purchaser’s acceptance for payment of shares of Penwest common stock pursuant to the Offer. Shares underlying warrants may be tendered in the Offer. If you wish to tender Shares subject to warrants, you must deliver to the Depositary prior to the expiration of the Offer such documents as may be required pursuant to the terms of the warrant to effect the exercise thereof (other than payment of the exercise price of such warrants) together with a Conditional Election Form and any other documents required by the Conditional Election Form and the Instructions for Conditional Exercise Noticefor Tender of Option Shares and Warrant Shares. If you do this, so long as the Warrant Holder delivers warrants shall not be deemed to be exercised unless and until we accept for payment and pay for Shares tendered in the Offer. Any exercise of warrants in connection with the tender of underlying Shares shall be deemed to have occurred immediately prior to our acceptance for payment of Shares tendered in the Offer. The Depositary shall pay to the holders of such warrants the aggregate Exercise Offer Price with respect to the Shares so exercised, less the aggregate exercise price of the warrants so exercised and any applicable withholding amounts. Holders of warrants that tender Shares issuable upon exercise of warrants shall have the right to withdraw such tenders and revoke the related exercise of such warrants to the same extent that holders of Shares generally are permitted to withdraw tenders in the Offer. Upon consummation of the Merger, each warrant to acquire Shares shall become a warrant to receive, subject to the conditions set forth therein, an amount of cash equal to the amount that would have been payable with respect to the Shares issuable upon exercise of the warrant if such exercise, the Company shall issue and deliver warrant had been exercised immediately prior to the Warrant Holder orMerger. However, in lieu of such consideration, at the Warrant Holderholder’s instruction pursuant election exercisable within 30 days after the closing of the Merger, a holder of such a warrant will be entitled to receive an amount of cash equal to the Exercise Notice, value of such warrant as determined in accordance with the Warrant Holder’s agent or designee, in each case, Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a certificate, registered in price per Share equal to the Company’s share register in value weighted average price of Penwest common stock for the name trading day immediately preceding the date of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses closing of the Company’s transfer agent and all fees and expenses with respect Merger, (ii) a risk-free interest rate corresponding the U.S. Treasury rate for a period equal to the issuance remaining term of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective such warrant as of the date such Warrant Shares are credited of the closing of the Merger and (iii) an expected volatility equal to the Warrant Holder’s DTC account or 100 day volatility obtained from the date “HVT” function on Bloomberg L.P. determined as of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exerciseAugust 10, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number2010.

Warrant Shares. On The Common Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Common Warrants and Warrant Shares other than pursuant to an effective registration statement or before the third (3rd) business day following the date on which Rule 144, to the Company has received or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Exercise Noticetransfer does not require registration of such transferred Warrants under the Securities Act. The Purchasers agree to the imprinting, so long as is required by this Agreement and the Common Warrant, of a legend on any of the Common Warrants and Warrant Shares in the form contained in the Common Warrant as set forth in Exhibit B. If all or any portion of a Common Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Holder delivers Shares or if the aggregate Exercise Price payable with respect Common Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exerciseexercise shall be issued free of all legends. If at any time following the effectiveness of the registration statement registering the sale or resale of the Warrant Shares, such registration statement is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall issue immediately notify the holders of the Common Warrants in writing that such registration statement is not then effective and deliver to thereafter shall promptly notify such holders when the Warrant Holder or, at registration statement is effective again and available for the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent sale or designee, in each case, a certificate, registered in the Company’s share register in the name resale of the Warrant Holder Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or its designee (as indicated in the applicable Exercise Notice)any Purchaser to sell, for the number any of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exerciseShares in compliance with applicable federal and state securities laws). The Company shall be responsible for all fees and expenses of the Company’s transfer agent and all fees and expenses with respect use its commercially reasonable efforts to keep a registration statement registering the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record or resale of the Warrant Shares with respect to which this Warrant has been exercised, irrespective effective from the initial effectiveness of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (registration statement in accordance with Section 10(d)) representing 4.16 and thereafter during the right to purchase term of the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole numberWarrants.

Warrant Shares. On If all or before any portion of a Warrant, a Pre-Funded Warrant or the third (3rd) business day Representative’s Warrant is exercised at a time when there is an effective registration statement to cover the issuance of the Warrant Shares, the Pre-Funded Warrant Shares or the Representative’s Warrant Shares, as applicable, or if the Warrant, the Pre-Funded Warrant or the Representative’s Warrant is exercised via cashless exercise at a time when such Warrant Shares, Pre-Funded Warrant Shares or Representative’s Warrant Shares would be eligible for resale under Rule 144 by a non-Affiliate of the Company, the Warrant Shares, Pre-Funded Warrant Shares or Representative’s Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date on which hereof the Company has received such Exercise Notice, so long as Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Holder delivers Shares, the aggregate Exercise Price payable with respect to such exercisePre-Funded Warrant Shares and the Representative’s Warrant Shares) is not effective or is not otherwise available for the sale of the Warrant Shares, the Pre-Funded Warrant Shares and the Representative’s Warrant Shares, the Company shall issue and deliver to immediately notify the Warrant Holder or, at holders of the Warrant Holder’s instruction pursuant to the Exercise NoticeWarrants, the Warrant HolderPre-Funded Warrants and the Representative’s agent or designee, Warrants in each case, a certificate, registered in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the Company’s share register in registration statement is effective again and available for the name sale of the Warrant Holder or its designee Shares, the Pre-Funded Warrant Shares and the Representative’s Warrant Shares (as indicated in it being understood and agreed that the applicable Exercise Notice), for foregoing shall not limit the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses ability of the Company’s transfer agent and all fees and expenses with respect Company to the issuance of shares of Common Stock via DTCissue, if available. Upon delivery of an Exercise Noticeor any holder thereof to sell, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record any of the Warrant Shares with respect to which this Warrant has been exercisedShares, irrespective of the date such Pre-Funded Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Representative’s Warrant Shares (as the case may bein compliance with applicable federal and state securities laws). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number.

Warrant Shares. On or before the first (1st) Business Day (as hereafter defined) following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment or confirmation of receipt of such Exercise Notice to the Holder. On or before the third (3rd) business day Business Day following the date on which the Company has received such Exercise Notice, so long as the Warrant Holder delivers the aggregate Aggregate Exercise Price payable with respect on or prior to the second (2nd) Business Day following the date on which the Company has received such exerciseExercise Notice, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share shareholder register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for representing the number of shares of Common Stock Warrant Shares to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s transfer agent and all fees and expenses with respect related to the issuance of shares of Common Stock via DTCsuch Warrant Shares, if availableany. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant is submitted in connection with any exercise pursuant to this Section 3 (b) and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d11(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Fractional shares of Common Stock stock are to be issued upon the exercise of this Warrant, but rather . The Company shall pay any and all taxes and fees which may be payable with respect to the number issuance and delivery of Warrant Shares to be issued upon exercise of this Warrant. Following the exercise in full of this Warrant, the Holder shall be rounded up deliver this original Warrant certificate to the nearest whole numberCompany. For purposes of this Warrant, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Warrant Shares. On Subject to the other provisions of this Warrant, on or before the third fifth (3rd5th) business day following the date on which the Company has received such an Exercise Notice, so long as the Warrant Holder delivers the aggregate Exercise Price payable with respect to such exerciseWarrant Price, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s its transfer agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d9(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number.

Warrant Shares. On (a) If all or before any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the third (3rd) business day issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise and the Warrant Shares may be sold under Rule 144 under the Securities Act, the Warrant Shares shall be issued free of legends. If at any time following the date on which hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale of the Warrant Shares, the Company has received shall immediately notify the holders of the Warrants in writing that such Exercise Noticeregistration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale of the Shares, the Warrants or the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Shares, the Warrants or the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance of the Warrant Shares effective during the term of the Warrants. (b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Warrants or Warrant Holder delivers the aggregate Exercise Price payable with respect to such exercise, the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, a certificate, registered Shares in the Company’s share register in the name of the Warrant Holder or its designee following form: NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (as indicated in the applicable Exercise NoticeTHE “SECURITIES ACT”), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exerciseAND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. The Company shall be responsible for all fees and expenses of the Company’s transfer agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole numberTHIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Warrant Shares. On Subject to the other provisions of this Warrant, on or before the third second (3rd2nd) business day following the date on which the Company has received such an Exercise Notice, so long as the Warrant Holder delivers the aggregate Exercise Warrant Price payable with respect to (such exercise2nd day, the “Warrant Share Delivery Date”), the Company shall issue and deliver to the Warrant Holder or, at the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Company’s transfer agent and all fees and expenses with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three two (32) Business Days business days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d9(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. If the Company fails to cause its transfer agent to transmit to the Warrant Holder the Warrant Shares by the Warrant Share Delivery Date, then the Warrant Holder will have the right to rescind such exercise.

Warrant Shares. On The Common Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Common Warrants and Warrant Shares other than pursuant to an effective registration statement or before the third (3rd) business day following the date on which Rule 144, to the Company has received or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Exercise Noticetransfer does not require registration of such transferred Common Warrants under the Securities Act. The Purchasers agree to the imprinting, so long as is required by this Agreement and the Common Warrant, of a legend on any of the Common Warrants and Warrant Shares in the form as set forth in Exhibit B of the Common Warrant. If all or any portion of a Common Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Holder delivers Shares or if the aggregate Exercise Price payable with respect Common Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exerciseexercise shall be issued free of all legends. If at any time following the effectiveness of the registration statement registering the sale or resale of the Warrant Shares, such registration statement is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall issue immediately notify the holders of the Common Warrants in writing that such registration statement is not then effective and deliver to thereafter shall promptly notify such holders when the Warrant Holder or, at registration statement is effective again and available for the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent sale or designee, in each case, a certificate, registered in the Company’s share register in the name resale of the Warrant Holder Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or its designee (as indicated in the applicable Exercise Notice)any Purchaser to sell, for the number any of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exerciseShares in compliance with applicable federal and state securities laws). The Company shall be responsible for all fees and expenses of the Company’s transfer agent and all fees and expenses with respect use its commercially reasonable efforts to keep a registration statement registering the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record or resale of the Warrant Shares with respect to which this Warrant has been exercised, irrespective effective from the initial effectiveness of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (registration statement in accordance with Section 10(d)) representing the right to purchase terms of the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole numberWarrants.

Warrant Shares. On The Common Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Common Warrants and Warrant Shares other than pursuant to an effective registration statement or before the third (3rd) business day following the date on which Rule 144, to the Company has received or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Exercise Noticetransfer does not require registration of such transferred Warrants under the Securities Act. The Purchasers agree to the imprinting, so long as is required by this Agreement and the Common Warrant, of a legend on any of the Common Warrants and Warrant Shares in the form contained in the Common Warrant as set forth in Exhibit A. If all or any portion of a Common Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Holder delivers Shares or if the aggregate Exercise Price payable with respect Common Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exerciseexercise shall be issued free of all legends. If at any time following the effectiveness of the registration statement registering the sale or resale of the Warrant Shares, such registration statement is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall issue immediately notify the holders of the Common Warrants in writing that such registration statement is not then effective and deliver to thereafter shall promptly notify such holders when the Warrant Holder or, at registration statement is effective again and available for the Warrant Holder’s instruction pursuant to the Exercise Notice, the Warrant Holder’s agent sale or designee, in each case, a certificate, registered in the Company’s share register in the name resale of the Warrant Holder Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or its designee (as indicated in the applicable Exercise Notice)any Purchaser to sell, for the number any of shares of Common Stock to which the Warrant Holder is entitled pursuant to such exerciseShares in compliance with applicable federal and state securities laws). The Company shall be responsible for all fees and expenses of the Company’s transfer agent and all fees and expenses with respect use its commercially reasonable efforts to keep a registration statement registering the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise Notice, the Warrant Holder shall be deemed for all corporate purposes to have become the holder of record or resale of the Warrant Shares with respect to which this Warrant has been exercised, irrespective effective from the initial effectiveness of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number of Warrant Shares than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (registration statement in accordance with Section 10(d)) representing 4.16 and thereafter during the right to purchase term of the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole numberWarrants.

Warrant Shares. On All shares of Common Stock issued or before issuable upon the third exercise of the Purchaser Warrant. 2. Registration of the Series B Registrable Securities and the Common Registrable Securities. (3rda) business day following The Company shall file with the SEC as soon as reasonably practicable, and in any event within 120 days from the date hereof, a registration statement covering the resale of the Series B Registrable Securities and the Common Registrable Securities (and all shares issuable thereon in connection with any stock splits, dividends, recapitalizations, consolidations or other similar transactions) for an offering to be made on which a continuous basis pursuant to Rule 415 (the “Series B Registration Statement”). The Series B Registration Statement shall be on Form S-3 (except if the Company has received is not then eligible to register for resale the Series B Preferred on a Form S-3, in which case such Exercise Noticeregistration shall be on a Form X-0, so long Xxxx X-0 or another appropriate form). The Company shall use its reasonable best efforts to (i) cause the Series B Registration Statement to become or be declared effective by the SEC as soon as reasonably practicable thereafter, and, in any event, within 240 calendar days following its initial filing with the Warrant Holder delivers SEC (the aggregate Exercise Price payable with respect “Effectiveness Deadline Date”) and (ii) keep the Series B Registration Statement continuously effective under the Securities Act until all Series B Registrable Securities covered by such Registration Statement have been sold or three years from the date it becomes effective, whichever is sooner to such exerciseoccur. (b) If, by the Effectiveness Deadline Date, the Series B Registration Statement is not declared effective by the Commission (a “Registration Default”), then the Company shall issue and deliver be required to the Warrant Holder or, at the Warrant Holder’s instruction pursuant pay to the Exercise Notice, the Warrant Holder’s agent Purchaser or designee, in any Qualified Transferee on each case, a certificate, registered Dividend Payment Date (as such term is defined in the Company’s share register Articles of Restatement amending and restating the Company’s Articles of Incorporation the (“Restated Articles”)) that any Regular Dividend (as such term is defined in the name of the Warrant Holder or its designee (as indicated in the applicable Exercise Notice), for the number Restated Articles) is due and payable to holders of shares of Common Stock Senior Preferred, a cash amount for each share of Senior Preferred held by Purchaser or such Qualified Transferee equal to which the Warrant Holder is entitled pursuant to (x) $0.125 (as such exercise. The Company shall amount may be responsible adjusted for all fees and expenses of the Company’s transfer agent and all fees and expenses any stock splits, dividends, recapitalizations, consolidations or other similar transactions with respect to the issuance of shares of Common Stock via DTC, if available. Upon delivery of an Exercise NoticeSenior Preferred) multiplied by (y) a fraction, the Warrant Holder shall be deemed for all corporate purposes to have become the holder numerator of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Warrant Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3 and the number of Warrant Shares represented by this Warrant submitted for exercise is for a greater number days elapsing during the period commencing on and including the later of Warrant Shares than (1) the number day following such Registration Default or (2) the day following the most recent Dividend Payment Date following such Registration Default and ending on the earlier of Warrant Shares being acquired upon an exercise, then, at (1) such Dividend Payment Date if the request of the Warrant Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Warrant Holder (or its designee) a new Warrant (in accordance with Section 10(d)) representing the right to purchase the number of Warrant Shares purchasable immediately Series B Registration Statement has not been declared effective prior to such exercise under this Warrant, less Dividend Payment Date or (2) the number date that the Series B Registration Statement is declared effective and the denominator of Warrant Shares with respect to which this Warrant is exercised365 days. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number3.