Common use of Delivery of Certificates Upon Exercise Clause in Contracts

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after the delivery to the Company of the Notice of Exercise Form (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates Subject to and in reliance on Holder’s covenant in Section 7(b) of the Registration Rights Agreement, in the event of the exercise of this Warrant at a time when a Registration Statement covering the resale of the Warrant Shares is effective under the Securities Act, certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is within three (3) business days after Trading Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such date, if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vii) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares the Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance resale of the Warrant Shares to by the Holder or (B) the Warrant Shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144 under the Securities Act of 1933, as amended, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three Exercise within five (35) business trading days after from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such dateif required), and payment of the aggregate Exercise Price as set forth above (the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi1(c)(v) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder representing Warrant Shares shall be transmitted by the Company (whether through its transfer agent or otherwise) to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after Exercise within seven Business Days from the delivery to the Company of the Notice of Exercise, together with an amount in cash in lieu of any fractional share(s), surrender of this Warrant (if required) and payment of the aggregate Exercise Form Price as set forth above (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be issued free of all legends, or unless, in the reasonable opinion of counsel to the Company (iiafter taking into account any representations of the Holder), the securities laws require a legend(s) if the shares to be issued are Restricted Securities by physical delivery of a certificate affixed to the certificate(s) representing such sharesthe Warrants Shares. This Warrant shall be deemed to have been exercised on the first date on which all the Notice of the foregoing set forth in Section 2(a) hereof have Exercise has been properly delivered to the Company, the Company has received the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1.3(g) of this Warrant before the issuance of such shares have been paid. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as on the first date on which the Notice of the date the Warrant Exercise has been properly exercised, with payment delivered to the Company, the Company of has received the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi1.3(g) prior to of this Warrant before the issuance of such shares, having shares have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Warrant Shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form and receipt of the DWAC request from the Holder’s prime broker (if applicable), (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder and in connection with such issuance or resale such Warrant shares are sold by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Exercise, (such date, the “B) surrender of this Warrant Share Delivery Date”(if required), or and (iiC) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all payment of the foregoing aggregate Exercise Price as set forth in Section 2(a) hereof have been delivered to the Companyabove. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such sharesWarrant Shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates Subject to the receipt by the Company of a completed Notice of Exercise, the aggregate Exercise Price in cash in accordance with Section 2.a) and the Warrant and/or any certificate or certificates representing this Warrant, and assuming the Company has not objected to the Notice of Exercise in accordance with Section 2.a), certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company’s Common Stock (the “Transfer Agent”) to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) ), if the Company is then a participant in such system and there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Holder Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three two (32) business days Trading Days after the latest of (1) the delivery to the Company of the Notice of Exercise Form Exercise, (such date, the “2) surrender of this Warrant Share Delivery Date”), and/or any certificate or certificates representing this Warrant (iiif required) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all and (3) payment of the foregoing aggregate Exercise Price as set forth in Section 2(a) hereof have been delivered to the Companyabove. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein as the recipient thereof in the Notice of Exercise shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi) 2.d)vi prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder and the Holder agrees in writing to make any resale of the Warrant Shares in accordance with such Registration Statement or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company the depository trust company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Form, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates If Holder exercises this Warrant, certificates for shares Common Stock purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder and such Warrant Shares have been sold or (B) the Common Stock is eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”), and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three five (35) business trading days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Form Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, exercised in accordance with the requirements of the preceding sentence and with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such sharesCommon Stock, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after within 5 Trading Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above, provided that if the Warrant Shares issuable at such datetime require a legend pursuant to Section 4.1 of the Purchase Agreement, such shares shall be delivered via certificated form to the Holder (“Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issuedtransferred, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(e)(vi) prior to the issuance transfer of such shares, having have been paid. If the Company fails for any reason to deliver to the Holder certificates evidencing the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, and the Company has received written notice of such failure, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $2,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day for each Trading Day after such Warrant Share Delivery Date until such certificates are delivered.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is Exercise within three (3) business days after Trading Days from the delivery to receipt by the Company of the Notice of Exercise, and if applicable, payment of the aggregate Exercise Form Price as set forth above (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi1(d)(iv) prior to the issuance of such shares, having have been paid. To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of the Warrant Shares. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the Warrant Shares issuable upon exercise of the Warrant as required pursuant to the terms hereof.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company Corporation through its Deposit or Deposit/Withdrawal at At Custodian system (“DWAC”) system if the Company Corporation is then a participant in such system and either (A) there is an effective Registration Statement covering permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company Corporation of the Notice of Exercise Form and receipt of the DWAC request from the Holder’s prime broker (if applicable), (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the CompanyCorporation. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company Corporation of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) hereof prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder representing Warrant Shares shall be transmitted by the transfer agent of the Company to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after Exercise within 3 Business Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such date, if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”), . If all or (ii) any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the shares to legend is not required under applicable securities laws, such Warrant Shares shall be issued are Restricted Securities by physical delivery free of a certificate representing such sharesall legends on or before the Warrant Share Delivery Date. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(e)(vii) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Warrant Shares purchased hereunder shall be transmitted by the Company’s transfer agent agent, ComputerShare Trust Company (the “Transfer Agent”), to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three five (35) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Form Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, exercised in accordance with the requirements of the preceding sentence and with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, shares of Common Stock having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder and in connection with such issuance or resale such Warrant shares are sold by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three five (35) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Form Price as set forth above (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Date”).The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such sharesWarrant Shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144 (defined as Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Holder Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Securities Exchange Commission having substantially the same purpose and effect as such Rule), and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after Exercise within 5 Business Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such date, if required) and payment of the aggregate Exercise Price as set forth above (the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(e)(v) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Warrant Shares purchased hereunder shall be transmitted by the Company’s transfer agent agent, to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three five (35) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Form Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, exercised in accordance with the requirements of the preceding sentence and with payment to the Company of the Exercise Price and all taxes required to be paid (or by the Holdercashless exercise, if any, pursuant to Section 2(c)(vipermitted) prior to the issuance of such shares, Common Shares having been paidcompleted. Only those restrictive legends, if any, required by Section 2(f) of the Securities Purchase Agreement shall be included on the certificates or book-entry positions evidencing the Warrant Shares and, if so included, shall be removed as and when required by Section 2(f) of the Securities Purchase Agreement.

Delivery of Certificates Upon Exercise. Certificates for shares Shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective Registration Statement covering system, or, if requested by the issuance of the Warrant Shares to the Holder and otherwise Holder, by physical delivery of a stock certificate to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Form, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after the delivery to the Company of the Notice of Exercise Form (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder representing the Shares shall be transmitted by the transfer agent of the Company to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (i) there is an effective Registration Statement covering registration statement permitting the issuance of such Shares to, or resale of such Shares by, the Holder, or (ii) this Warrant Shares is being exercised via cashless exercise pursuant to the Holder Section 2.2 above, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is Exercise within three (3) business days after Business Days (as defined below) from the delivery to the Company of the Notice of Exercise, surrender of this Warrant (if required) and payment of the aggregate Exercise Form Price as set forth in Section 2.1 above (such date, the “Warrants Shares Delivery Date”). If all or any portion of this Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Shares or if the legend is not required under applicable securities laws, such Shares shall be issued free of all legends on or before the Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant Warrrants shall be deemed to have been exercised on the first date on which all the Notice of the foregoing set forth in Section 2(a) hereof have Exercise has been properly delivered to the CompanyCompany and the Company has received the Exercise Price (or documentation of cashless exercise). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares Shares for all purposes, as on the first date on which the Notice of the date the Warrant Exercise has been properly exercised, with payment delivered to the Company of and the Company has received the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi) prior to the issuance (or documentation of such shares, having been paidcashless exercise).

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise at a time when Holder is not an Affiliate of the Company, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Form, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Shares of Common Stock purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance resale of the Warrant Shares to by the Holder or (B) the Warrant Shares are eligible for resale without volume or manner of sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (x) the delivery to the Company of the Notice of Exercise Form Form, (y) surrender of this Warrant (if required) and (z) payment of (A) if this Warrant is exercised on a cash basis, the aggregate Exercise Price as set forth above and (B) all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(c)(v) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144 (defined as Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Holder Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Securities Exchange Commission having substantially the same purpose and effect as such Rule), and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after Exercise within 5 Business Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such date, if required) and payment of the aggregate Exercise Price as set forth above (the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi1(e)(v) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for the shares of Common Stock purchased hereunder shall be transmitted by the transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, Transfer Agent by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder and or otherwise by physical delivery of certificate for (or book entry notation of) the Warrant Shares to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three two Trading Days after the latest of (3A) business days after the delivery to the Company of the Notice of Exercise Form and (such date, the “Warrant Share Delivery Date”), or (iiB) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all payment of the foregoing aggregate Exercise Price as set forth in Section 2(a) hereof have been delivered to the Companyabove. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required Price. In addition to any other remedies which may be paid by available to the Holder, if anyin the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, pursuant the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to Section 2(c)(vi) such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the issuance exercise of such shares, having been paidthe relevant portion of this Warrant.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder and such Warrant Shares have been sold or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three five (35) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Form Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, exercised in accordance with the requirements of the preceding sentence and with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares may be issued pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws (including via cashless exercise), and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form and receipt of the DWAC request from the Holder’s prime broker (if applicable), (B) surrender of this Warrant, and (C) payment of the aggregate Exercise Price as set forth above (including by cashless expense, if permitted) (such date, the ““ Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise if permitted) and all taxes (other than transfer taxes) required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(iv) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder representing Warrant Shares shall be transmitted by the Company (whether through its transfer agent or otherwise) to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is Exercise within three (3) business days after Business Days from the delivery to the Company of the Notice of Exercise, together with an amount in cash in lieu of any fractional share(s), surrender of this Warrant (if required) and payment of the aggregate Exercise Form Price as set forth above (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be issued free of all legends, or unless, in the reasonable opinion of outside counsel to the Company (iiafter taking into account any representations of the Holder), the securities laws require a legend(s) if the shares to be issued are Restricted Securities by physical delivery of a certificate affixed to the certificate(s) representing such sharesthe Warrants Shares. This Warrant shall be deemed to have been exercised on the first date on which all the Notice of the foregoing set forth in Section 2(a) hereof have Exercise has been properly delivered to the Company, the Company has received the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1.3(g) of this Warrant before the issuance of such shares have been paid. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as on the first date on which the Notice of the date the Warrant Exercise has been properly exercised, with payment delivered to the Company, the Company of has received the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi1.3(g) prior to of this Warrant before the issuance of such shares, having shares have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective Registration Statement covering permitting the issuance of the Warrant Shares to or resale of the Holder and otherwise by physical delivery to the address specified Warrant Shares by the Holder in the Notice of Exercise, in either case, by the date that is three ten (310) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi1(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Warrant Shares and Public Warrants purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of certificates registered in the Company’s share and warrant register in the name of the Holder or its designee, for the number of Warrant Shares and Public Warrants to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Form Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares and Public Warrants shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such sharesWarrant Shares and Public Warrants, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder and otherwise delivered by physical delivery to the address specified by the Holder in the Notice of Exercise, Election to Purchase (in either case, by the date that is Exhibit A) within three (3) business days after Trading Days from the delivery to the Company of the Notice Election to Purchase, surrender of this Warrant (if required) and payment of the aggregate Exercise Form Price as set forth above, subject to Section 1(c) (such date, the “Warrant Share Delivery Date”); provided, or (ii) however, if the Company is a participant in the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system, such shares shall be transmitted by the transfer agent of the Company to be issued are Restricted Securities the Holder by physical delivery crediting the account of a certificate representing such sharesthe Holder’s prime broker with the DWAC system and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Election to Purchase and the Exercise Price (subject to Section 2(a1(c)) hereof have been delivered to is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi1(d)(vi) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Warrant Shares purchased hereunder shall be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise otherwise, at the option of the Holder, either in book entry form on the records of the Company’s transfer agent or by physical delivery in certificated form to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three five (35) business days Business Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Form Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly is exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(c)(v) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Shares of Common Stock purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective Registration Statement covering registration statement permitting the issuance resale of the Warrant Shares by the Holder (provided the Holder and/or its broker deliver all certifications and other documentation reasonably requested by the Company’s transfer agent or counsel to the Holder Company), and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business trading days after the latest of (x) the delivery to the Company of the Notice of Exercise Form Form, (y) surrender of this Warrant (if required) and (z) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance resale of the Warrant Shares to by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of certificates to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three Exercise within two (32) business days after Trading Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such date, if required) and payment of the aggregate Exercise Price as set forth above (the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(v) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company and/or BVTI, as applicable, is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such dateif required) and payment of the aggregate Exercise Price or BVTI Exercise Price, the as applicable, as set forth above (“Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price and/or BVTI Exercise Price is received by the Company. The Warrant Shares and/or BVTI Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price and/or BVTI Exercise Price, as applicable, (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(e)(vii) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder representing Warrant Shares shall be transmitted by the Company (whether through its transfer agent or otherwise) to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) Exercise within five business days after from the delivery to the Company of the Notice of Exercise, together with an amount in cash in lieu of any fractional share(s), surrender of this Warrant (if the Warrants are exercised in full or if requested by the Company pursuant to subsection 1.1(b)) and payment of the aggregate Exercise Form Price as set forth above (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be issued free of all legends, or unless, in the opinion of counsel to the Company (iiafter taking into account any representations of the Holder), the securities laws require a legend(s) if the shares to be issued are Restricted Securities by physical delivery of a certificate affixed to the certificate(s) representing such sharesthe Warrants Shares. This Warrant shall be deemed to have been exercised on exercised, the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, issued and the Holder or any other person Person (which term shall mean any individual, trust, corporation, partnership, association, joint venture, limited liability company, joint stock company, unincorporated organization or governmental authority) so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as purposes on the first date on which the Notice of the date the Warrant Exercise has been properly exercised, with payment delivered to the Company of and the Company has received the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Form, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s 's prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian Agent Commission ("DWAC") system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after Exercise within 5 Trading Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Form Price as set forth above (such date, the “"Warrant Share Delivery Date”"); provided, however, in the event the Warrant is not surrendered or (ii) if the shares aggregate Exercise Price is not received by the Company within 5 Trading Days after the date in which Notice of Exercise shall be delivered by facsimile copy, the Warrant Share Delivery Date shall be deemed to be issued are Restricted Securities by physical delivery of a certificate representing have been extended to the extent such shares5 Trading Day period is exceeded. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(e)(vii) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance resale of the Warrant Shares to by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of certificates to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three Exercise within four (34) business days after Trading Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such date, if required) and payment of the aggregate Exercise Price as set forth above (the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance resale of the Warrant Shares to by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of certificates to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is Exercise within three (3) business days after Trading Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such date, if required) and payment of the aggregate Exercise Price as set forth above (the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(e)(vi) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering permitting the issuance resale of the Warrant Shares to by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such date, if required) and payment of the aggregate Exercise Price as set forth above (the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(e)(vi) prior to the issuance of such shares, having have been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Shares of Common Stock purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (x) the delivery to the Company of the Notice of Exercise Form Form, (y) surrender of this Warrant (if required) and (z) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Shares of Common Stock purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective Registration Statement covering registration statement permitting the issuance resale of the Warrant Shares by the Holder (provided the Holder and/or its broker deliver all certifications and other documentation reasonably requested by the Company’s transfer agent or counsel to the Holder Company), and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three two (32) business trading days after the latest of (x) the delivery to the Company of the Notice of Exercise Form Form, (y) surrender of this Warrant (if required) and (z) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Shares of Common Stock purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective Registration Statement covering registration statement permitting the issuance resale of the Warrant Shares by the Holder (provided the Holder and/or its broker deliver all certifications and other documentation reasonably requested by the Company’s transfer agent or counsel to the Holder Company), and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three two (32) business trading days after the latest of (x) the delivery to the Company of the Notice of Exercise Form Form, (y) surrender of this Warrant (if required) and (z) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by (iHolder, if such shares are issuable without legend pursuant to Section 4.1(c) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amendedPurchase Agreement, by crediting the account of in the Holder’s name held at the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder and otherwise or if not issuable without legend, by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such date, if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having have been paid. The Holder hereby acknowledges that if the Registration Statement is not declared effective by the Commission, the Warrant Shares will not be registered under the Securities Act and unregistered shares will be issued upon exercise of the Warrant.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective Registration Statement covering permitting the issuance of the Warrant Shares to or resale of the Holder Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three Trading Days after the latest of (3A) business days after the delivery to the Company of the fully completed Notice of Exercise Form and receipt of the DWAC request from the Holder’s prime broker (if applicable), (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the aggregate Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(c)(iv) prior to the issuance of such shares, having been paid. The Holder agrees that any exercise of Warrants shall have not less than a minimum aggregate value of US$4,000, or such lesser amount then outstanding, unless otherwise agreed by the Company.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by (iHolder, if such shares are issuable without legend pursuant to Section 4.1(c) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amendedPurchase Agreement, by crediting the account of in the Holder’s name held at the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder and otherwise or if not issuable without legend, by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant (such date, if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing Exercise Price is received by the Company or (b) notification to the Company that this Warrant is being exercised pursuant to a cashless exercise provision set forth in Section 2(a2(c) hereof have been delivered to the Companyabove. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(e)(vi) prior to the issuance of such shares, having have been paid. The Holder hereby acknowledges that if the Registration Statement is not declared effective by the Commission, the Warrant Shares will not be registered under the Securities Act and unregistered shares will be issued upon exercise of the Warrant.

Delivery of Certificates Upon Exercise. Certificates for shares Shares of Common Stock purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business trading days after the latest of (x) the delivery to the Company of the Notice of Exercise Form Form, (y) surrender of this Warrant (if required) and (z) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by On or before the transfer agent to third Trading Day following the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within date on which the meaning of Rule 144 Warrant Agent has received all of the Securities Act documents required in connection with the exercise of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system this Series B Warrant (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after the delivery to the Company of the Notice of Exercise Form (such date, the “Series B Warrant Share Delivery Date”), the Warrant Agent shall, (X) provided that the transfer agent of the Company (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”), upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or other appropriate method of accepting the warrants and issuing the shares of Common Stock, or (ii) Y), if the Transfer Agent is not participating in the FAST Program, issue and dispatch by overnight courier, if requested by the Holder, to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to be issued are Restricted Securities by physical which the Holder is entitled pursuant to such exercise. Upon delivery of a certificate representing such shares. This Warrant the Exercise Delivery Documents, the Holder shall be deemed to have been exercised on the first date on which for all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Securities with respect to which this Series B Warrant has been exercised, as irrespective of the date the such Warrant has been properly exercised, with payment Securities are credited to the Company Holder’s DTC account or the date of delivery of the Exercise Price and all taxes required to be paid by certificates evidencing such Warrant Securities, as the Holder, if any, pursuant to Section 2(c)(vi) prior to the issuance of such shares, having been paidcase may be.

Delivery of Certificates Upon Exercise. Certificates for shares Common Shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (x) the delivery to the Company of the Notice of Exercise Form form and receipt of the DWAC request from the Holder’s prime broker (if applicable), (y) surrender of this Warrant (if required) and (z) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth specified in Section 2(aclauses (x), (y) hereof and (z) shall have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person Person so designated to be named therein shall be deemed to have become a holder of record of such shares Warrant Shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such sharesWarrant Shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective Registration Statement covering permitting the issuance of the Warrant Shares to the Holder Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Form, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder and in connection with such issuance or resale such Warrant shares are sold by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three five (35) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Exercise, (such date, the “B) surrender of this Warrant Share Delivery Date”(if required), or and (iiC) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all payment of the foregoing aggregate Exercise Price as set forth in Section 2(a) hereof have been delivered to the Companyabove. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such sharesWarrant Shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent agent, StockTrans, Inc., or successor thereto (“Transfer Agent”) to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian DWAC system (“DWAC”) if the Company is then a participant in such system and either (i) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to the Holder or (ii) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, each case by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form and receipt of the DWAC request from the Holder’s prime broker (if applicable), (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth specified in Section 2(a(A), (B) hereof and (C) shall have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Warrant Shares purchased hereunder shall be transmitted by the Company’s transfer agent agent, VStock Transfer, LLC (the “Transfer Agent”), to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three five (35) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Form Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, exercised in accordance with the requirements of the preceding sentence and with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, shares of Common Stock having been paid.

Delivery of Certificates Upon Exercise. Certificates The Company shall cause certificates for shares Warrant Shares purchased hereunder shall to be transmitted by the transfer agent for the Company’s Common Stock (the “Transfer Agent”) to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares Securities to or resale of the Holder Warrant Securities by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise Form by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice Exercise Form, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Form Price as set forth above (such date, the “Warrant Share Security Delivery Date”), or (ii) if the shares . The Company shall cause certificates for Sub Warrant to be issued are Restricted Securities transmitted by the Warrant Agent to the Holder by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Companyaddress specified by the Holder in the Exercise Form by the Warrant Security Delivery Date. The Warrant Shares Securities shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares securities for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such sharessecurities, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s 's prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian Agent Commission ("DWAC") system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is Exercise within three (3) business days after Business Days from the delivery to the Company of the Notice of Exercise Form Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (such date, the “Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(e)(vii) prior to the issuance of such shares, having have been paid. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

Delivery of Certificates Upon Exercise. Certificates for shares Shares of Common Stock purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance resale of the Warrant Shares to by the Holder or (B) the Warrant Shares are eligible for resale without volume or manner of sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (x) the delivery to the Company of the Notice of Exercise Form Form, (y) surrender of this Warrant (if required) and (z) payment of the aggregate Exercise Price as set forth above and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi) prior to the issuance of such shares, having been paid (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker 's or its designee's balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“"DWAC”") if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate registered in the Company's share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Form Price as set forth above (including by cashless exercise, if permitted) (such date, the “"Warrant Share Delivery Date”"), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, Purchaser by crediting the account of the Holder’s Purchaser's prime broker with The Depository Trust Company the DTC through its Deposit or Withdrawal at Custodian Agent Commission ("DWAC") system (“DWAC”) if the Company is then a participant in such system and there is an effective Registration Statement covering permitting the issuance resale of the Warrant Shares to by the Holder Purchaser, and otherwise by physical delivery to the address specified by the Holder Purchaser in the Exercise Notice of Exercise, in either case, by the date that is three (3) business days after within 3 Trading Days from the delivery to the Company of the Notice Exercise Notice, surrender of Exercise Form this Warrant (such date, if required) and payment of the “aggregate Warrant Share Delivery Date”Calculation Price as set forth above ("WARRANT SHARE DELIVERY DATE"), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all the Warrant Calculation Price is received by the Company (or the date the Exercise Notice is received by the Company in the case of the foregoing set forth in Section 2(a) hereof have been delivered to the Companya "cashless exercise" of this Warrant). The Warrant Shares shall be deemed to have been issued, and Holder the Purchaser or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the HolderPurchaser, if any, pursuant to Section 2(c)(vi) 8 prior to the issuance of such shares, having have been paid.. ------------------------- (1) 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Closing Date

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, by the date that is three (3) business days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Form, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Form, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the B Warrant Shares to or resale of the B Warrant Shares by the Holder or (B) this B Warrant is being exercised via cashless exercise at a time when the B Warrant Shares may subsequently sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three five (35) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this B Warrant (if required) and (C) payment of the aggregate Exercise Form Price as set forth above (including by cashless exercise, if permitted) (such date, the “B Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The B Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the B Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares Shares of Common Stock purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering registration statement permitting the issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (x) the delivery to the Company of the Notice of Exercise Form Form, (y) surrender of this Warrant (if required) and (z) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company's transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s 's prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian Agent Commission ("DWAC") system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering permitting the issuance resale of the Warrant Shares to by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi) prior to the issuance of such shares, having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent Transfer Agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement covering permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares may be issued pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws (including via cashless exercise), and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise, in either case, Exercise by the date that is three (3) business days Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form and receipt of the DWAC request from the Holder’s prime broker (if applicable), (B) surrender of this Warrant, and (C) payment of the aggregate Exercise Price as set forth above (including by cashless expense, if permitted) (such date, the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing set forth in Section 2(a) hereof have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise if permitted) and all taxes (other than transfer taxes) required to be paid by the Holder, if any, pursuant to Section 2(c)(vi2(d)(iv) prior to the issuance of such shares, having been paid.