Common use of Cashless Exercise Clause in Contracts

Cashless Exercise. If at any time after the six-month anniversary of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-six month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(93.00(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c2.00(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registeringregistration statement registering the Warrant Shares, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Notwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering the Warrant Shares are issued in such a cashless exerciseShares, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time on or after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a “cashless exercise, ,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registering, registration statement registering for sale or no current prospectus available for, the resale of the Warrant Shares by the HolderShares, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) A = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) B = the Exercise Price of this Warrant, as adjusted hereunder; and (X) X = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 1(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registering, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If Other than as provided for in Section 2(f), if at any time after the six-six month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registering, or no current prospectus available for, covering the resale of the Warrant Shares by the HolderHolder (or the prospectus does not meet the requirements of Section 10 of the Securities Act), then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in partpart and in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient number obtained by dividing [(A-A - B) times (XC)] by (A), where: (A) = the last VWAP greater of (i) the arithmetic average of the VWAPs for the five consecutive Trading Days ending on the date immediately preceding the time date on which the Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, or Mandatory Exercise Notice) or (ii) the “last VWAP” will be VWAP for the last VWAP as calculated over an entire Trading Day immediately prior to the date on which the Holder makes such that, in “cashless exercise” election (or the event that this Warrant is exercised at date prior to the Company issuing a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculationMandatory Exercise Notice); (B) = the Exercise Price of this Warrant, as adjusted hereunder, at the time of such exercise; and (XC) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).;

Cashless Exercise. If at any time after the six-month earlier of (i) the one year anniversary of the Closing Datedate of the Purchase Agreement and (ii) the completion of the then-applicable holding period required by Rule 144, or any successor provision then in effect, there is no effective Registration Statement registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after In the six-month anniversary of the Closing Date, event that there is no effective Registration Statement registeringregistration statement registering the Warrant Shares, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) * (X)] by (A), where: (A) = the last VWAP Market Price (as defined below) on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise, where the Market Price equals the highest traded price of the Common Stock during the one hundred fifty (150) Trading Days prior to the date of the respective Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Notice; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Notwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective registration statement registering the Warrant Shares are issued in such a cashless exerciseShares, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c); provided however, that if the automatic exercise contemplated under this Section shall result in a conflict with the beneficial ownership limitations of Section 2(f) hereof, the Termination Date shall be extended so long as necessary to provide for full exercise of the Warrant under this Section.

Cashless Exercise. If at any time commencing 180 days after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registering, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registration statement registering, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time ninety (90) days after the six-month anniversary date of the Closing Initial Issuance Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding Market Price (at the time date of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Assuming (i) the Holder is not an Affiliate of the Company, and (ii) all of the applicable conditions of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) with respect to Holder and the Warrant Shares are issued met in the case of such a cashless exercise, the parties acknowledge and agree Company agrees that in accordance with Section 3(a)(9) the Company will use its best efforts to cause the removal of the Securities Actlegend from such Warrant Shares (including by delivering an opinion of the Company’s counsel to the Company’s transfer agent at its own expense to ensure the foregoing), and the Company agrees that the Holder is under no obligation to sell the Warrant Shares shall take on issuable upon the characteristics of the Warrants being exercised, and the holding period exercise of the Warrant prior to removing the legend. The Company expressly acknowledges that Rule 144(d)(3)(ii), as currently in effect, provides that Warrant Shares being issued may solely upon a cashless exercise shall be tacked on deemed to have been acquired at the holding period of this same time as the Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after In lieu of exercising this Purchase Warrant by payment of cash or check payable to the six-month anniversary order of the Closing DateCompany pursuant to Section 2.1 above, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Purchase Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time FMV of delivery one share of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Common Stock; (B) = the Exercise Price of this Purchase Warrant, as adjusted hereunder; and (X) = the number of shares of Common Stock underlying the Purchase Warrant Shares that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Purchase Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)2.2. Notwithstanding anything herein to the contrary, on the Expiration Date, this Purchase Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2.2.

Cashless Exercise. If at any time after the six-six month anniversary of the Closing Datedate of the Purchase Agreement, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and Act the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registeringregistration statement registering the Warrant Shares, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, on the parties acknowledge and agree that in accordance with Section 3(a)(9) of Termination Date, unless the Securities ActHolder notifies the Company otherwise, if there is no effective registration statement registering the Warrant Shares shall take on Shares, or no current prospectus available for the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued by the Holder, then this Warrant shall be automatically exercised on the last Trading Day on which this Warrant may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after In the six-month anniversary of the Closing Date, event that there is no effective Registration Statement registeringregistration statement registering the Warrant Shares, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Notwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering the Warrant Shares are issued in such a cashless exerciseShares, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after In the six-month anniversary of the Closing Date, event that there is no effective Registration Statement registeringregistration statement registering the Warrant Shares, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) * (X)] by (A), where: (A) = the last VWAP Market Price (as defined below) on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarifyExercise, where the “last VWAPMarket Price” will be equals the last VWAP as calculated over an entire highest traded price of the Common Stock during the one hundred fifty (150) Trading Day such that, in Days prior to the event that this Warrant is exercised at a time that date of the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)respective Exercise Notice; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Notwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective registration statement registering the Warrant Shares are issued in such a cashless exerciseShares, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c); provided however, that if the automatic exercise contemplated under this Section shall result in a conflict with the beneficial ownership limitations of Section 2(f), the Termination Date shall be extended so long as necessary to provide for full exercise of the Warrant under this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the five (5) Trading Days immediately preceding the time of delivery of date on which Holder delivers the Notice of Exercise giving rise to the applicable exercise this Warrant by means of a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c), provided that no other transaction‎s have taken place between the Company and Holder that might be integrated in such a manner as to disqualify the cashless exercise of the warrant from 3(a)(9).

Cashless Exercise. If at any time after the six-six month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) A = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) B = the Exercise Price of this Warrant, as adjusted hereunder; and (X) X = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-six month anniversary of the Closing Datedate of the Purchase Agreement, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares to the Holder, and there is also no effective registration statement registering the resale by the HolderHolder of the Warrant Shares, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) × (X)] by (A), where: (A) = the last VWAP of the Common Stock immediately preceding the time of delivery of the Notice of Exercise giving rise to for the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If In lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer or cashier’s check, at any time after the six-month anniversary election of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then Holder this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a “cashless exercise, ,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants this Warrant being exercised, and the holding period of the this Warrant Shares being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “"last VWAP” " will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s 's VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-six month anniversary of the Closing Datedate of the Purchase Agreement, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after In the six-month anniversary of the Closing Date, event that there is no effective Registration Statement registeringregistration statement five months from the Issuance Date registering the Warrant Shares, or or, by the same time, no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP highest traded price during the ten (10) Trading Days immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Notwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective registration statement registering the Warrant Shares are issued in such a cashless exerciseShares, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of Effectiveness Date (as defined in the Closing DateRegistration Rights Agreement), there is no effective Registration Statement Statement, at the time of exercise hereof, registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If If, at any time after the six-6 month anniversary of the date of the Closing Date, there is no effective Registration Statement registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. In no event shall the Company be required to net cash settle the Warrant exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-6 month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a “cashless exercise, ,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after Commencing on the six-month anniversary of the Closing Original Issuance Date, if at the time of exercise hereof there is no effective Registration Statement registeringregistration statement registering the resale of the Warrant Shares, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP (as defined in the Purchase Agreement) on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Issue Date, there is no effective Registration Statement registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-six month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day (as defined herein) immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(93.00(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c2.00(c).

Cashless Exercise. If at any time after the six-month anniversary In lieu of the Closing Dateexercising this Purchase Warrant by payment of cash or check payable pursuant to Section 2.1 above, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant Holder may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled elect to receive a the number of Warrant Shares equal to the quotient obtained value of this Purchase Warrant (or the portion thereof being exercised), by dividing [surrender of this Purchase Warrant to the Company, together with the Exercise Form, in which event the Company shall issue to Holder, Shares in accordance with the following formula: X = Y (A-A – B) (X)] by (A)Where, where: (A) X = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the The number of Warrant Shares to be issued to Holder; Y = The number of Shares that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant if such exercise were by means of a cash exercise rather than a cashless exercise; A = The fair market value of one Share; and B = The Exercise Price of this Purchase Warrant in effect on the date of exercise. If Warrant For purposes of this Section 2.2, the fair market value of one Share is defined as follows: (i) if the Company’s Shares are issued in such traded on a cashless exercisesecurities exchange, the parties acknowledge and agree that value shall be deemed to be the last sale price on such exchange on the trading day immediately prior to the day on which the Exercise Form is submitted in accordance connection with Section 3(a)(9the exercise of this Purchase Warrant; (ii) if the Company’s Shares are quoted over-the-counter, the value shall be deemed to be the last sale price on the trading day immediately prior to the day on which the Exercise Form is submitted in connection with the exercise of the Securities ActPurchase Warrant; provided, that if there is no reported sale on such date the average of the closing bid and asked prices, in each case as reported by OTC Markets Group or its successor; or (iii) if there is no active public market, the Warrant Shares value shall take on be the characteristics fair market value thereof, as determined in good faith by the Company’s Board of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)Directors.

Cashless Exercise. Notwithstanding any provision herein to the contrary, but subject to Section 2(b)(ii) hereof, and commencing twelve (12) months following the Original Issue Date, if the Per Share Market Value of one share of Common Stock is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise (“Cashless Exercise”) by surrender of this Warrant at the principal office of the Issuer together with the properly endorsed Notice of Exercise, in which event the Issuer shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Warrant Price. B = the Per Share Market Value of one share of Common Stock. If at any time after the six-month anniversary effective date of the Closing Dateregistration statement, there is no not an effective Registration Statement registering, or no current prospectus available for, registration statement covering the resale of the Warrant Shares by shares underlying the HolderWarrant, then the Holder may exercise this Warrant may also be exercisedby Cashless Exercise; provided, in whole or in parthowever, at such time by means of a “cashless exercise” in which that the Holder shall be entitled to receive a number of may not exercise this Warrant Shares equal to by Cashless Exercise if at any time the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery registration statement is not effective for any of the Notice of Exercise giving rise to the applicable “cashless exercise”, as reasons set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(93(n) of the Securities Act, Registration Rights Agreement (as defined in the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(cPurchase Agreement).

Cashless Exercise. If at any time after the six-month anniversary In lieu of payment of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available forExercise Price as provided above, the resale Holder may elect a cashless net exercise. In the case of such cashless net exercise, the Warrant Shares by the Holder, then Holder shall surrender this Warrant may also for cancellation and receive in exchange therefor the full number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) as is computed using the following formula: X = Y * (A - B) ----------- A where: X = the number of shares of Common Stock (or Other Securities) to be exercised, in whole issued to the Holder upon cashless exercise of this Warrant Y = the total number of shares Common Stock (or in part, Other Securities) covered by this Warrant which the Holder has surrendered at such time by means for cashless exercise (including both shares to be issued to the Holder upon cashless exercise of a “cashless exercise” in this Warrant and shares to be cancelled as payment therefor) A = the Current Market Value as of the business day on which the Holder shall be entitled to receive a number of surrenders this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) Company B = the Exercise Price then in effect under this Warrant at the time at which the Holder surrenders this Warrant to the Company For purposes of this WarrantRule 144 promulgated under the Securities Act of 1933, as adjusted hereunder; and amended (Xthe "Securities Act"), it is intended, understood and acknowledged that the Common Stock (or Other Securities) = the number of Warrant Shares that would be issuable upon exercise of this Warrant issued in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, exercise transaction shall be deemed to have been acquired by the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercisedHolder, and the holding period of for the Common Stock (or Other Securities) shall be deemed to have commenced, on the date this Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)was originally issued.

Cashless Exercise. If at At any time after during the six-month anniversary of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available forExercise Period, the resale Company agrees that: (a) The Holder may exercise this Warrant by surrendering it to the Company and receiving, in exchange therefor, the number of shares of Common Stock then purchasable upon exercise of that portion of the Warrant Shares to be exercised less the number of shares of Common Stock equal to the quotient of the aggregate Per Share Exercise Price of all such shares underlying that portion of the Warrant to be exercised divided by the HolderCurrent Price per Share. (b) Concurrent with the occurrence of any event described in Section 4(a) for cash, then the Holder may exercise this Warrant may also be exercised, by surrendering it to the Company in whole or in part, at such time by means exchange for the amount of a “cashless exercise” in which cash per share the Holder shall would be entitled to receive a after the happening of such event if this Warrant had been exercised immediately prior to the close of business on such record date or effective date, as applicable, less the applicable Per Share Exercise Price. (c) Concurrent with the occurrence of any event described in Section 4(a) for Marketable Securities, the Holder may exercise this Warrant by surrendering it to the Company in exchange for the applicable amount of such Marketable Securities the Holder would be entitled to receive after the happening of such event if this Warrant had been exercised immediately prior to the close of business on such record date or effective date, as applicable, less the number of Warrant Shares such Marketable Securities equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the aggregate Per Share Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of all shares underlying this Warrant in accordance with divided by the terms Current Price per Share of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)Marketable Securities.

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also shall only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient (if such quotient would be a positive number) obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at and, subject to the provisions of Section 1(a), in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time exercise in payment of the Aggregate Exercise Price, by means of a “cashless exerciseCashless Exercise” in which the Holder shall be entitled to receive a number upon such exercise the “Net Number” of Warrant Shares equal determined according to the quotient obtained by dividing [following formula: Net Number = (A-A x B) - (X)] by (A), where: (AA x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B = the last quotient of (x) the sum of the VWAP of the Common Stock of each of the five (5) Trading Days ending at the close of business on the Principal Market immediately preceding prior to the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, exercise as set forth in the applicable Notice of Exercise Notice, divided by (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculationy) five (5); (B) . C = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = then in effect for the number of applicable Warrant Shares that would be issuable upon exercise at the time of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseCashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities 1933 Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Expiration Date, this Warrant shall be automatically exercised via Cashless Exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time If, after the six-six month anniversary of the Closing Initial Exercise Date, at the time of exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (XB)*(X)] by (A), where: (A) = the last VWAP immediately preceding the time date of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c). For avoidance of doubt, no “cashless exercise” under this Section 2(c) may occur (i) during the first six months following the Initial Exercise Date or (ii) after the six months following the Initial Exercise Date if there is not an effective registration statement registering the issuance of the Warrant Shares to the Holder.

Cashless Exercise. If at any time after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registeringregistration statement registering the Warrant Shares for unrestricted public offering and resale, or no current prospectus available for, for the unrestricted public offering and resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, on the parties acknowledge and agree that in accordance with Section 3(a)(9) of Termination Date, unless the Securities ActHolder notifies the Company otherwise, if there is no effective registration statement registering the Warrant Shares shall take on Shares, or no current prospectus available for the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued by the Holder, then this Warrant shall be automatically exercised on the last Trading Day on which this Warrant may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at At any time after the six-month anniversary of earlier to occur of: (x) the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, date the registration statement covering the resale of the Warrant Shares and filed pursuant to the Registration Rights Agreement is declared effective by the HolderCommission and (y) the Effectiveness Date (as defined in the Registration Rights Agreement) related to such registration statement, when a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective, the Holder may surrender this Warrant may also be exercisedto the Company together with a notice of cashless exercise, in whole or in part, at such time by means of a “cashless exercise” in which event the Company shall issue to the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing determined as follows X = Y [(A-B) (X)B)/A] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) : X = the number of Warrant Shares that would to be issuable upon exercise issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant in accordance with is being exercised. A = the terms average of this Warrant if such exercise were by means the closing bid prices for the five Trading Days immediately prior to (but not including) the Exercise Date. B = the Exercise Price. For purposes of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall take on be deemed to have been acquired by the characteristics of the Warrants being exercisedHolder, and the holding period of for the Warrant Shares being shall be deemed to have commenced, on the date this Warrant was originally issued may be tacked on pursuant to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)Purchase Agreement.

Cashless Exercise. If at any time an Exercise Notice is delivered after the six-month anniversary of Effectiveness Date (as defined in the Closing Date, there Registration Rights Agreement among the original Holder and the Company in connection with this Warrant) and a registration statement permitting the Holder to resell the Warrant Shares is no not then effective Registration Statement registering, or no current the prospectus forming a part thereof is not then available for, to the Holder for the resale of the Warrant Shares by the HolderShares, then this Warrant the Holder may also be exercisednotify the Company in an Exercise Notice of its election to utilize cashless exercise, in whole or in part, at such time by means of a “cashless exercise” in which event the Company shall issue to the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing determined as follows: X = Y [(A-B) (X)B)/A] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) : X = the number of Warrant Shares that would to be issuable upon exercise issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant in accordance with is being exercised. A = the terms closing price of this Warrant if such exercise were by means shares of a cash exercise rather than a cashless exerciseCommon Stock for the Trading Day immediately prior to (but not including) the Exercise Date. If Warrant Shares are issued in such a cashless exercise, B = the parties acknowledge and agree that in accordance with Section 3(a)(9) Exercise Price. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall take on be deemed to have been acquired by the characteristics of the Warrants being exercisedHolder, and the holding period of for the Warrant Shares being issued may shall be tacked deemed to have commenced, on to the holding period of date this Warrant. The Company agrees not to take any position contrary to this Section 2(c)Warrant was originally issued.

Cashless Exercise. If at any time after the six-6 month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registeringregistration statement registering the Warrant Shares, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c), subject to any change in applicable law, regulation or guidance.

Cashless Exercise. If at any time after the six-month anniversary of the Closing Date, there is no effective Resale Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time commencing 120 days after the six-month anniversary of the Closing Issue Date, there is no then effective Registration Statement registering, or no current prospectus available for, the resale of all of the Warrant Shares (assuming Holder elects all Warrant Shares to be in the form of Common Stock upon exercise) by the Holder and all of the Conversion Shares beneficially held by the Holder (in each case without giving effect any restrictions on exercise or conversion), or if the Company has not provided any certifications required to be provided by the Registration Rights Agreement regarding the availability of the Registration Statement for resales of all of the Warrant Shares and all of the Conversion Shares beneficially held by the Holder (in each case without giving effect any restrictions on exercise or conversion) that has been requested by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) x (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the five (5) Trading Days immediately preceding the time of delivery of date on which Holder delivers the Notice of Exercise giving rise to the applicable exercise this Warrant by means of a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c), provided that no other transaction☒s have taken place between the Company and Holder that might be integrated in such a manner as to disqualify the cashless exercise of the warrant from 3(a)(9).

Cashless Exercise. If at any time after the six-six (6) month anniversary of the Closing Initial Issuance Date, provided there is no effective Registration Statement registration statement registering, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder and the Exercise Price is greater than the VWAP on the Trading Day immediately preceding the date on which the Warrant would otherwise expire, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time If, after the six-six month anniversary of the Closing Initial Exercise Date, at the time of exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (XB)*(X)] by (A), where: (A) = the last VWAP immediately preceding the time date of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c). For avoidance of doubt, no “cashless exercise” under this Section 2(c) may occur (i) during the first six months following the Initial Exercise Date or (ii) after the six months following the Initial Exercise Date if there is not an effective registration statement registering the issuance of the Warrant Shares to the Holder.

Cashless Exercise. If at any time after In the six-month anniversary of the Closing Date, event that there is no effective Registration Statement registeringregistration statement registering the Warrant Shares, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last 30 day VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Any exercise of this Warrant shall be subject to a maximum aggregate issuance cap of 1,500,000 Common Stock Shares are issued (“Maximum Aggregate”). In no event and under no circumstance regardless of any breach, default, dilution protection, price adjustments, or other provision set forth herein or any other ancillary agreement between Holder and Company shall this Warrant result in such a cashless exercise, the parties acknowledge and agree that issuance of any common stock shares in accordance with Section 3(a)(9) excess of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)Maximum Aggregate.

Cashless Exercise. If at any time after the six-six (6) month anniversary of the Closing Datedate of the Closing, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last average of the VWAP for the ten (10) Trading Days immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, Act and the holding period of the this Warrant Shares being issued may be tacked on to the holding period of this Warrantthe Warrant Shares for purposes of Rule 144 under the Securities Act. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c). In no event, however, shall any cashless exercise occur if the Exercise Price is greater than the VWAP which would apply on the Termination Date.

Cashless Exercise. If at any time after following the six-month anniversary of applicable Effectiveness Deadline (as defined in the Closing DateAmended and Restated Registration Rights Agreement) (“Registration Deadline”), there is no effective Registration Statement registration statement registering, or no current currently prospectus available for, the resale of the Warrant Shares by the HolderHolder (a “Registration Default”), then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-six month anniversary of the Closing DatePurchase Agreement, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If If, at any time on or after the six-month anniversary of date which is six (6) months after the Closing Issuance Date, there the Holder is no effective Registration Statement registering, or no current prospectus available forunable to (i) obtain a standard "144 legal opinion letter" from an attorney reasonably acceptable to the Holder, the resale Holder's brokerage firm (and respective clearing firm), and the Company's transfer agent in order to facilitate the Holder's exercise of any portion of the Warrant Shares by into free trading shares of the Company's Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder's brokerage account, then this Warrant may also be exercisedexercised at the Holder's election, in whole or in part, at such time by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable “a "cashless exercise”, ," as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Notwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering the Warrant Shares are issued in such a cashless exerciseShares, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Price; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Assuming (i) the Holder is not an Affiliate of the Company, and (ii) all of the applicable conditions of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) with respect to Holder and the Warrant Shares are issued met in the case of such a cashless exercise, the parties acknowledge and agree Company agrees that in accordance with Section 3(a)(9) the Company will use its best efforts to cause the removal of the Securities Actlegend from such Warrant Shares (including by delivering an opinion of the Company’s counsel to the Company’s transfer agent at its own expense to ensure the foregoing), and the Company agrees that the Holder is under no obligation to sell the Warrant Shares shall take on issuable upon the characteristics of the Warrants being exercised, and the holding period exercise of the Warrant prior to removing the legend. The Company expressly acknowledges that Rule 144(d)(3)(ii), as currently in effect, provides that Warrant Shares being issued may solely upon a cashless exercise shall be tacked on deemed to have been acquired at the holding period of this same time as the Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary In lieu of the Closing Dateexercising this Purchase Warrant by payment of cash pursuant to Section 2.1 above, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant Holder may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled elect to receive a the number of Warrant Shares equal to the quotient obtained by dividing [value of this Purchase Warrant (A-B) (X)] by (Aor the portion thereof being exercised), where: (A) = the last VWAP immediately preceding the time by surrender of delivery of the Notice of Exercise giving rise this Purchase Warrant to the applicable “cashless exercise”Company, as set forth in together with the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such thatForm, in which event the event that this Warrant is exercised at a time that Company shall issue to Holder, Shares in accordance with the Trading Market is openfollowing formula: Where, the prior Trading Day’s VWAP shall be used in this calculation); (B) X = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the The number of Warrant Shares to be issued to Holder; Y = The number of Shares that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant if such exercise were by means of a cash exercise rather than a cashless exercise; A = The fair market value of one Share; and B = The Exercise Price of this Purchase Warrant, as adjusted hereunder. If Warrant Shares are issued in such a cashless exerciseFor purposes of this Section 2.2, the parties acknowledge and agree that fair market value of a Share is defined as follows: (i) if the Company’s Common Stock are traded on a securities exchange, the value shall be deemed to be the closing price on such exchange on the trading day immediately prior to the Exercise Form being submitted in accordance connection with Section 3(a)(9the exercise of this Purchase Warrant; or (ii) if the Company’s Common Stock are traded over-the-counter, the value shall be deemed to be the closing bid price on the trading day immediately prior to the Exercise Form being submitted in connection with the exercise of the Securities ActPurchase Warrant; (iii) if there is no active public market, the Warrant Shares value shall take on be the characteristics fair market value thereof, as determined in good faith by the Company’s Board of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)Directors.

Cashless Exercise. If at any time If, after the six-six month anniversary of the Closing Initial Exercise Date, at the time of exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (XB)*(X)] by (A), where: (A) = the last VWAP immediately preceding the time date of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “"last VWAP” " will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s 's VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c). For avoidance of doubt, no “cashless exercise” under this Section 2(c) may occur (i) during the first six months following the Initial Exercise Date or (ii) after the six months following the Initial Exercise Date if there is an effective registration statement registering the issuance of the Warrant Shares to the Holder.

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares to the Holder, and there is also no effective registration statement registering the resale by the HolderHolder of the Warrant Shares, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) × (X)] by (A), where: (A) = the last VWAP of the Common Stock immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, if the conditions of a cashless exercise are otherwise met, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If an Exercise Notice is delivered at any a time after the six-month anniversary of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, when a resale registration statement on Form S-3 covering the resale of the Warrant Shares by the Holderis not then effective, then this Warrant the Holder may also be exercisednotify the Company in an Exercise Notice of its election to utilize cashless exercise, in whole or in part, at such time by means of a “cashless exercise” in which event the Company shall issue to the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing determined as follows: X = Y [(A-B) (X)B)/A] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) : X = the number of Warrant Shares that would to be issuable upon exercise issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant in accordance with is being exercised. A = the terms average of this Warrant if such exercise were by means the Closing Prices for the five Trading Days immediately prior to (but not including) the Exercise Date. B = the Exercise Price. For purposes of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall take on be deemed to have been acquired by the characteristics of the Warrants being exercisedHolder, and the holding period of for the Warrant Shares being issued may shall be tacked deemed to have commenced, on the date this Warrant was originally issued. If, but only if, at any time after the Original Issue Date there is no effective registration statement registering the Warrant Shares, the Company shall use its best efforts to file a new registration statement on Form S-3 pursuant to General Instruction I.B.4(a)(3) (including compliance with General Instruction I.B.4(b) and I.B.4(c) as required thereby) registering the holding period Warrant Shares issuable upon exercise of this the Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after If, within 180 days from the six-month anniversary of the Closing DateClosing, there is shall be no effective Registration Statement registering, or no current prospectus available for, registration statement registering the resale of the Warrant Shares by the Holder, then then, at the option of the Holder, this Warrant may also be exercised, in whole or in part, exercised at such any time thereafter by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = where Y= the number of shares of Common Stock purchasable under the Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than or, if only a cashless exercise. If portion of the Warrant Shares are issued in such a cashless exerciseis being exercised, the parties acknowledge and agree that in accordance with Section 3(a)(9) portion of the Warrant being exercised (at the date of such calculation); A= the Fair Market Value which shall be defined as the average of the three highestclosing prices of the Common Stock, in the principal market in which the Common Stock then trades, during the thirty trading days preceding the date on which a Notice of Exercise is delivered to the Company; and B= Purchase Price (as adjusted to the date of such calculation). To the extent permitted by law, for purposes of Rule 144 promulgated under the Securities Act of 1933 Act, as amended (the “Securities Act”), it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall take on be deemed to have been acquired by the characteristics of the Warrants being exercisedHolder, and the holding period of for the Warrant Shares being shall be deemed to have commenced, on the date this Warrant was originally issued may be tacked on pursuant to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)Subscription Agreement.

Cashless Exercise. If at any time after the six-month anniversary of the Closing Date, there is no effective Registration Statement registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after In the six-month anniversary of the Closing Date, event that there is no effective Registration Statement registeringregistration statement registering the Warrant Shares, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Notwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective registration statement registering the Warrant Shares are issued in such a cashless exerciseShares, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after Notwithstanding anything contained herein to the sixcontrary, if the Registration Statement on Form S-3 (File number 333-month anniversary 193718) or other applicable registration statement under the 1933 Act (the “Registration Statement”) covering the issuance of the Closing Date, there Unavailable Warrant Shares is no effective Registration Statement registering, or no current prospectus not available forfor the issuance of such Unavailable Warrant Shares, the resale of the Warrant Shares by the HolderHolder may, then in its sole discretion, exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “cashless exercise” in which Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder shall be entitled to receive a foregoing formula: A= the total number of shares with respect to which this Warrant Shares equal to is then being exercised. B= the quotient obtained by dividing [arithmetic average of the Closing Sale Prices of the Common Stock for the five (A-B5) (X)] by (A), where: (A) = consecutive Trading Days ending on the last VWAP date immediately preceding the time of delivery date of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = Notice. C= the Exercise Price of this Warrant, as adjusted hereunder; and (X) = then in effect for the number of applicable Warrant Shares that would be issuable upon exercise at the time of this Warrant in accordance with such exercise. D= the terms Closing Sale Price of this Warrant if such exercise were by means the Common Stock on the date of a cash exercise rather than a cashless exercisethe Exercise Notice. If Warrant Shares are issued in such a cashless exerciseCashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities 1933 Act, the Warrant Shares shall take on the registered characteristics of the Warrants Warrant being exercised, and the holding period of the Warrant Shares being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c1(d).

Cashless Exercise. If at any time after one year from the six-month anniversary date of the Closing Date, issuance of this Warrant there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP volume weighted average price (“VWAP”) on the Trading Day immediately preceding the time date of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)election; (B) = the Exercise Price of this Warrant, as adjusted hereunderadjusted; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercisedTermination Date, and the holding period of the this Warrant Shares being issued may shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c). Notwithstanding anything herein to the contrary, the Holder shall not be entitled in any circumstance whatsoever to receive a net cash settlement in lieu of physical settlement in shares of Common Stock and this Warrant shall not be redeemed by the Company in whole or in part for cash under any circumstances whatsoever.

Cashless Exercise. If at any time commencing six (6) months after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registration statement registering, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this This Warrant may also be exercised, in whole or in part, exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the price of said Common Stock determined by reference to the last VWAP immediately preceding reported sale price for the time of delivery Common Stock on such day on the principal securities exchange on which the Common Stock is listed or admitted to trading or if no such sale takes place on such date, the average of the Notice closing bid and asked prices thereof as officially reported, or, if not so listed or admitted to trading on any securities exchange, the last sale price for the Common Stock on the National Association of Exercise giving rise to Securities Dealers national market system on such date, or, if there shall have been no trading on such date or if the applicable “cashless exercise”Common Stock shall not be listed on such system, as set forth the average of the closing bid and asked prices in the applicable Notice over-the-counter market as furnished by any NASD member firm selected from time to time by the Company for such purpose or, if the Common Stock is not traded, then such price as is reasonably determined by the Company’s Board of Exercise Directors (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculationValue”); (B) = the Exercise Price of this Warrant, as adjusted hereunderadjusted; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercisedTermination Date, and the holding period of the this Warrant Shares being issued may shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c1(b).

Cashless Exercise. If at any time commencing one hundred and eighty (180) days after the six-month anniversary issuance date of the Closing Datethis Warrant, there is no effective Registration Statement registering, or no current prospectus available for, for the resale of all of the Warrant Shares that may be acquired pursuant to this Warrant by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP closing price of the Company’s Common Stock on the Business Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Notice; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, on the Expiration Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c3.1(b).

Cashless Exercise. If at any time after In the six-month anniversary of the Closing Date, event that there is no effective Registration Statement registeringregistration statement registering the Warrant Shares, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP Market Price (defined below) on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise, where the Market Price equals the highest traded price of the Common Stock during the one hundred fifty (150) Trading Days prior to the date of the respective Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Notice; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Notwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective registration statement registering the Warrant Shares are issued in such a cashless exerciseShares, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c); provided however, that if the automatic exercise contemplated under this Section shall result in a conflict with the beneficial ownership limitations of Section 2(f) hereof, the Termination Date shall be extended so long as necessary to provide for full exercise of the Warrant under this Section.

Cashless Exercise. If at any time after Notwithstanding anything contained herein to the six-month anniversary of contrary, if the Closing Date, there Common Stock is no effective Registration Statement registering, or no current prospectus available for, then traded on an Eligible Market and a registration statement under the 1933 Act permitting the resale of the Warrant LifeMap Shares by is not in effect under the Holder1933 Act, then the Purchaser may, in its sole discretion, exercise this Warrant may also be exercised, Option in whole or in partpart by electing in lieu of paying the Aggregate Option Exercise Price in cash, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive upon such exercise the "Net Number" of LifeMap Shares determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of LifeMap Shares with respect to which this Option is then being exercised as stated in the Exercise Notice. B= the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the Exercise Notice. C= the Exercise Price then in effect at the time of such exercise. In such event, a number of Warrant Shares Warrants equal to the quotient obtained Warrants that would be cancelled if such exercise was effected by dividing [(A-B) (X)] paying the Exercise Price in cash shall be cancelled, and the number of Warrants remaining for exercise by (A)Purchaser shall be reduced by the number of Warrants so cancelled, where: (A) = the last VWAP immediately preceding the time of and execution and delivery of the Exercise Notice with respect to less than all of Exercise giving rise the LifeMap Shares purchasable pursuant to this Option shall have the applicable “cashless exercise”, same effect as set forth in cancellation of the applicable Notice original Warrant Certificate and issuance of Exercise a new Warrant Certificate evidencing the remaining number of Warrants (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price after deduction of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon Warrants cancelled in connection with the exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(cOption).

Cashless Exercise. If at any time after the six-six (6) month anniversary of the Closing DatePurchase Agreement, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-six month anniversary of the Closing Datedate of the Purchase Agreement, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after In lieu of exercising this Purchase Warrant by payment of cash or check payable to the six-month anniversary order of the Closing DateCompany pursuant to Section 2.1 above, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Purchase Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time FMV of delivery one share of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Common Stock; (B) = the Exercise Price of this Purchase Warrant, as adjusted hereunder; and (X) = the number of shares of Common Stock underlying the Purchase Warrant Shares that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Purchase Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)2.2. Notwithstanding anything herein to the contrary, on the Expiration Date, this Purchase Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2.2, to the extent that the FMV is greater than the Exercise Price on such Expiration Date.

Cashless Exercise. If at any time on or after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. ​ If Warrant Shares are issued in such a “cashless exercise, ,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).. ​ Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c). ​

Cashless Exercise. If at any time after an effective registration statement is not available for the six-month anniversary of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale issuance of the Warrant Shares Shares, a registered holder may exercise the Warrants through a cashless exercise (a “Cashless Exercise”) by delivering, not later than 5:00 p.m., New York City time, on the Holder, then this Exercise Date to the Warrant may also Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in whole or in part, at such time by means the case of a “cashless exercise” Book-Entry Warrant Certificate, the Book-Entry Warrants to an account of the Warrant Agent at the Depository designated for such purpose in which writing by the Holder shall be entitled Warrant Agent to receive the Depository from time to time, and (ii) an Election to Purchase, properly completed and executed by the registered holder on the reverse side of the Warrant Certificate and indicating that the registered holder wishes to effect a Cashless Exercise, or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures. The number of Warrant Shares equal to the quotient obtained by dividing [be issued in connection with a Cashless Exercise shall be determined as follows: X = Y x ((A-BB)/A) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) : X = the number of Warrant Shares that would to be issuable upon exercise issued to the registered holder; Y = the number of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares with respect to which the Warrant Certificates or Book-Entry Warrant Certificates are issued in such a cashless exercise, being exercised; A = the parties acknowledge and agree that in accordance with Section 3(a)(9) average of the Securities Act, Closing Sale Prices of the Common Stock (as reported by Bloomberg) for the five (5) consecutive trading days ending on the date immediately preceding the Exercise Date; and B = the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)Price.

Cashless Exercise. If at any time after Notwithstanding anything contained herein to the six-month anniversary of contrary, if and only if the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, covering the resale issuance of the Warrant Shares by that are subject to the HolderExercise Notice is not available for the issuance of such Warrant Shares and the issuance of the Warrant Shares cannot be made pursuant to another effective registration statement under the 1933 Act on or prior to the Share Delivery Date, then the Holder may exercise this Warrant may also be exercised, in whole or in partpart and, at in lieu of making the cash payment otherwise contemplated to be made to the Company upon such time by means exercise in payment of a “cashless exercise” in which the Holder shall be entitled Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number" of Common Shares determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= the arithmetic average of the Closing Sale Prices of the Common Shares equal to for the quotient obtained by dividing [five (A-B5) (X)] by (A), where: (A) = consecutive Trading Days ending on the last VWAP date immediately preceding the time of delivery date of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = Notice. C= the Exercise Price of this Warrant, as adjusted hereunder; and (X) = then in effect for the number of applicable Warrant Shares that would be issuable upon exercise at the time of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseCashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities 1933 Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c1(d).

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = as applicable: the last VWAP on the Trading Day immediately preceding the time date of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Issuance Date, there is no effective Registration Statement registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last arithmetic average of the VWAP of the Common Stock for the five consecutive Trading Days ending on the date immediately preceding the time date of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this WarrantWarrant then in effect at the time of exercise, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9For purposes of Rule 144(d) of promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as in effect on the date hereof, it is intended that the Warrant Shares issued in a cashless exercise shall take on be deemed to have been acquired by the characteristics of the Warrants being exercisedHolder, and the holding period of for the Warrant Shares being issued may shall be tacked deemed to have commenced, on the Issuance Date. Notwithstanding anything herein to the holding period contrary, on the Termination Date, any unexercised portion of this Warrant. The Company agrees not to take any position contrary Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after the six-six month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then only in such circumstances may this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, ” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Date, there is no effective Registration Statement registration statement registering, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder and the Exercise Price is greater than the VWAP on the Trading Day immediately preceding the date on which the Warrant would otherwise expire, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary (a) In lieu of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale payment of the Warrant Shares by Price, the HolderHolder shall have the right (but not the obligation), then to require the Company to convert this Warrant may also be exercisedWarrant, in whole or in part, at such time by means into Shares (the "Conversion Right") as provided for in this Section 2.3. Upon exercise of a “cashless exercise” in which the Conversion Right, the Company shall deliver to the Holder shall be entitled to receive a (without payment by the Holder of any of the Warrant Price) that number of Warrant Shares (the "Conversion Shares") equal to the quotient obtained by dividing [(A-Bx) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise value of this Warrant (or portion thereof as to which the Conversion Right is being exercised if the Conversion Right is being exercised in accordance with part) at the terms of this time the Conversion Right is exercised (determined by subtracting the aggregate Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period Price of the Warrant Shares as to which the Conversion Right is being issued exercised in effect immediately prior to the exercise of the Conversion Right from the aggregate Current Market Price of the Warrant Shares as to which the Conversion Right is being exercised immediately prior to the exercise of the Conversion Right) by (y) the Current Market Price of one Share immediately prior to the exercise of the Conversion Right. (b) The Conversion Rights provided under this Section 2.3 may be tacked on exercised in whole or in part and at any time and from time to time while any Warrant Shares remain outstanding. In order to exercise the Conversion Right, the Holder shall surrender to the holding period Company, at its offices, this Warrant with Holder's exercise notice substantially in the form of the subscription form appearing at the end of this Warrant. The Company agrees not to take any position contrary to Warrant as Exhibit A, duly executed by Holder along with a written statement providing that such exercise is in accordance with this Section 2(c)2.

Cashless Exercise. If at any time after the six-month anniversary of the Closing DateApril 30, 2016, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Subject to compliance with the applicable rules and regulations of the Securities Act, the Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time commencing after the six-month anniversary of the Closing Exercise Date, there is no effective Registration Statement registration statement registering, or no current prospectus available for, for the resale of all of the Warrant Shares that may be acquired pursuant to this Warrant by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective registration statement registering, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time on or after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (XC) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a “cashless exercise, ,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registeringregistration statement registering the Warrant Shares, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant Shares. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Date, Initial Exercise Date there is no effective Registration Statement registration statement registering, or no current prospectus available for, the resale of all of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a “cashless exercise, ,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c). 5 Price of purchaser warrant.

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale of the Warrant Shares by the Holder, then in lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer or cashier’s check, at the election of the Holder this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a “cashless exercise, ,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics holding period of the Warrants being exercised, and the holding period of the Warrant Shares being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also be exercised, in whole or in part, at during such time as there is no effective registration statement by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = Either (i) the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)) or (ii) the last reported per share sale price of the Common Stock on the Trading Day immediately preceding the date of delivery of the Notice of Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. If at any time after the six-month anniversary of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available for, for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercisedexercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exerciseNotwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering, or no current prospectus available for, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period resale of the Warrant Shares being issued may by the Holder, then this Warrant shall be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after (i) Notwithstanding anything contained herein to the six-month anniversary of the Closing Datecontrary, there is no effective Registration Statement registering, or no current prospectus available for, if and only if a registration statement covering the resale of all or any portion of the Warrant Shares by is not available for the Holderresale of such Warrant Shares (such unregistered portion of the Warrant Shares, then the “Unavailable Warrant Shares”), the Holder may, in its sole discretion, exercise this Warrant may also be exercisedsolely with respect to the Unavailable Warrant Shares and, in whole or lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in partpayment of the aggregate Exercise Price for such Unavailable Warrant Shares, at such time by means of elect instead to exercise the Warrant on a cashless basis as described in paragraph (ii) below. (ii) Upon a “cashless exercise” in which ”, the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] ) by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Date; (B) = the Exercise Price of this the Warrant, as adjusted hereunderas set forth herein; and (X) = the number of Warrant Shares that would be issuable upon exercise of this the Warrant in accordance with the terms of this the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If the Warrant Shares are issued in such a cashless exercise, the parties acknowledge Company acknowledges and agree that agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, exercised and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)thereto.

Cashless Exercise. If at any time on or after the six-month anniversary of the Closing Initial Exercise Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall follow the exercise procedure set out in paragraph (a) above and shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares, subject to applicable law. The Company agrees not to take any position contrary to this Section 2(c), subject to applicable law.

Cashless Exercise. If at any time after the six-month anniversary In lieu of payment of the Closing Date, there is no effective Registration Statement registering, or no current prospectus available forExercise Price as provided in clause (i), the resale Holder may elect a cashless net exercise. In the case of such cashless net exercise, the Warrant Shares by the Holder, then Holder shall surrender this Warrant may also for cancellation and receive in exchange therefore the full number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock as is computed using the following formula: Where: X= the number of shares of Common Stock to be exercised, in whole or in part, issued to the Holder upon cashless exercise of this Warrant Y= the total number of shares Common Stock covered by this Warrant which the Holder has surrendered at such time by means for cashless exercise (including both shares to be issued to the Holder upon cashless exercise of a “cashless exercise” in this Warrant and shares to be cancelled as payment therefore) A= the Current Market Value as of the business day on which the Holder shall be entitled to receive a number of surrenders this Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) Company B = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of then in effect under this Warrant in accordance with at the terms of time at which the Holder surrenders this Warrant if such exercise were by means to the Company For purposes of a cash exercise rather than Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Common Stock issued in a cashless exercise. If Warrant Shares are issued in such a cashless exercise, exercise transaction shall be deemed to have been acquired by the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercisedHolder, and the holding period of for the Common Stock shall be deemed to have commenced, on the date this Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)was originally issued.

Cashless Exercise. If at any time after the six-month anniversary of the Closing Date, Initial Exercise Date there is no effective Registration Statement registration statement registering, or no current prospectus available for, the resale of all of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Trading Day immediately preceding the time date on which Holder elects to exercise this Warrant by means of delivery of the Notice of Exercise giving rise to the applicable a “cashless exercise”, ,” as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Exercise; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a “cashless exercise, ,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares Warrants being issued exercised may be tacked on to the holding period of this Warrantthe Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. If at any time after Notwithstanding anything contained herein to the six-month anniversary contrary, the Holder may, in its sole discretion, exercise this Warrant and, in lieu of making the cash payment otherwise required to be made to the Company upon such exercise in payment of the Closing DateAggregate Exercise Price for the applicable Warrant Shares, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled elect instead to receive a number upon such exercise the "Net Number" of Warrant Shares equal shares of Common Stock determined according to the quotient obtained by dividing [following formula (A-a "Cashless Exercise"): X = Y (A - B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) with: X = the number of Warrant Shares that would to be issuable upon issued to the Holder Y = the number of Warrant Shares with respect to which the Warrant is being exercised A = the fair value per share of Common Stock on the date of exercise of this Warrant in accordance with B = the terms then-current Exercise Price of the Warrant Solely for the purposes of this Warrant paragraph, “fair value” per share of Common Stock shall mean (A) the average of the closing sales prices on the Trading Market for the twenty (20) trading days immediately preceding the date on which the Notice of Exercise is deemed to have been sent to the Company, or (B) if such exercise were the Common Stock is not publicly traded as set forth above, as reasonably and in good faith determined by means the Board of a cash exercise rather than a cashless exerciseDirectors of the Company as of the date which the Notice of Exercise is deemed to have been sent to the Company. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a Cashless Exercise transaction shall take on be deemed to have been acquired by the characteristics of the Warrants being exercisedHolder, and the holding period of for such shares shall be deemed to have commenced, on the date this Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)was originally issued.

Cashless Exercise. If at any time after commencing on the six-month anniversary date that is one year following the final closing of the Closing DateOffering, there is no an effective Registration Statement registering, or no current prospectus is not available for, for the resale of all of the Warrant Shares issuable hereunder at the time an exercise notice is delivered to the Company (either due to the inability of the Company to have the Securities and Exchange Commission declare such Registration Statement effective on or prior to such date or to maintain the effectiveness of such Registration Statement for the duration of the period prescribed in the Registration Statement), the Holder may pay the Exercise Price through a cashless exercise (a “Cashless Exercise”), as hereinafter provided. The Holder may effect a Cashless Exercise by the Holder, then surrendering this Warrant may also be exercisedto the Company and noting on the exercise notice that the Holder wishes to effect a Cashless Exercise, in whole or in part, at such time by means of a “cashless exercise” in upon which the Company shall issue to the Holder shall be entitled to receive a the number of Warrant Shares equal to the quotient obtained by dividing [determined as follows: X = Y x (A-B) (X)] by (A), B)/A where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) : X = the number of Warrant Shares that would to be issuable upon exercise issued to the Holder; Y = the number of Warrant Shares with respect to which this Warrant is being exercised; A = the Market Price (as defined in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(92.4(ii)(C) below) as of the Securities ActExercise Date; and B = the Exercise Price. For purposes of Rule 144, it is intended and acknowledged that the Warrant Shares issued in a Cashless Exercise transaction shall take on be deemed to have been acquired by the characteristics of the Warrants being exercisedHolder, and the holding period of for the Warrant Shares being required by Rule 144 shall be deemed to have been commenced, on the date this Warrant was originally issued may be tacked on to by the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)Company.

Cashless Exercise. If at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the HolderHolders without a restrictive legend, then this Warrant the Warrants may also be exercised, in whole or in part, at such time by means of a “"cashless exercise” " in which the Holder Holders shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP on the Business Day immediately preceding the time date on which a Holder elects to exercise the Warrant by means of delivery of the Notice of Exercise giving rise to the applicable “a "cashless exercise”, ," as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation)Notice; (B) = the Exercise Price of this the Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this such Warrant in accordance with the terms of this the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such Upon receipt of an Exercise Notice for a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) Warrant Agent will promptly deliver a copy of the Securities Act, Exercise Notice to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Shares shall take on the characteristics of the Warrants being exercisedAgent, and the holding period Warrant Agent shall have no obligation under this section to calculate, the number of the Warrant Shares being issued may be tacked on to issuable in connection with the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c)cashless exercise.

Cashless Exercise. If If, but only if, at any the time after the six-month anniversary of the Closing Date, exercise hereof there is no effective Registration Statement registration statement registering, or no current the prospectus contained therein is not available for, for the resale issuance of the Warrant Shares by to the Holder, then this Warrant may also only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation); (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).