Common use of Delivery of Stock Certificates, etc Clause in Contracts

Delivery of Stock Certificates, etc. As soon as practicable after any exercise of this Warrant and payment of the sum payable upon such exercise, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Warrant, or in the name of a permitted transferee as such holder may direct, a certificate or certificates for the number of fully paid and nonassessable Warrant Shares (or other securities or property to which such holder shall be entitled upon such exercise), plus, in lieu of any fractional Warrant Shares to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then-current fair market value ("Market Value") of one full Warrant Share. The Market Value shall be the Closing Price (as hereinafter defined) for one full share of Common Stock on the business day immediately preceding the day of exercise. As used herein, the term "Closing Price" shall mean the last sale price regular way or, in case no sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock of the Company is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices on such day as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by the National Quotation Bureau, Inc., or a similar reporting organization. All calculations with respect to the Closing Price shall be made to the nearest cent. Issuance and delivery of the Warrant Shares deliverable on the due exercise of this Warrant may be postponed by the Company and its transfer agent during any period, not exceeding thirty days, for which the transfer books of the Company for the Common Stock are closed between (1) the record date set by the Board of Directors for the determination of shareholders entitled to vote at or to receive notice of any shareholders' meeting, or entitled to receive payment of any dividends or to any allotment of rights or to exercise rights in respect of any change, conversion or exchange of capital stock, and (2) the date of such meeting of shareholders, the date for the payment of such dividends, the date for such allotment of rights, or the date when any such change or conversion or exchange of capital stock shall go into effect, as the case may be.

Delivery of Stock Certificates, etc. ON EXERCISE. As soon as practicable after any the exercise of this Warrant and payment of the sum payable upon such exercise, and in any event within 10 days three Trading Days thereafter, upon the Companyterms and subject to the conditions of this Warrant, the Company at its expense, expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued in the name of and delivered to the holder of this WarrantHolder, or in as the name Holder (upon payment by the Holder of a permitted transferee as such holder any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and nonassessable Warrant Shares shares of Common Stock (or other securities or property Other Securities) to which such holder the Holder shall be entitled upon on such exercise), in such denominations as may be requested by the Holder, plus, in lieu of any fractional Warrant Shares share to which such holder the Holder would otherwise be entitled, cash equal to such fraction multiplied by the then-current fair market value ("then Current Fair Market Value") Value of one full Warrant Shareshare, together with any other stock or other securities or any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Section 1 or otherwise. The Market Value Company shall pay any taxes and other governmental charges that may be imposed under the Closing Price (as hereinafter defined) for one full share laws of the United States of America or any political subdivision or taxing authority thereof or therein in respect of the issue or delivery of shares of Common Stock on the business day immediately preceding the day (or Other Securities) or payment of exercise. As used herein, the term "Closing Price" shall mean the last sale price regular way or, in case no sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock of the Company is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices on such day as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by the National Quotation Bureau, Inc., or a similar reporting organization. All calculations with respect to the Closing Price shall be made to the nearest cent. Issuance and delivery of the Warrant Shares deliverable on the due cash upon exercise of this Warrant may (other than income taxes imposed on the Holder). The Company shall not be postponed required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant or payment of cash to any Person other than the Holder, and in case of such transfer or payment the Company shall not be required to deliver any certificate for shares of Common Stock (or Other Securities) upon such exercise or pay any cash until such tax or charge has been paid or it has been established to the Company's reasonable satisfaction that no such tax or charge is due. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Company and its transfer agent during Holder to enforce the same, any periodwaiver or consent with respect to any provision hereof, not exceeding thirty daysthe recovery of any judgment against any Person or any action to enforce the same, for which any failure or delay in the transfer books enforcement of any other obligation of the Company to the Holder, 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 which might otherwise limit such obligation of the Company to the Holder in connection with such exercise. If the Company fails to issue and deliver the certificates for the Common Stock are closed between (1) to the record date set by the Board of Directors for the determination of shareholders entitled to vote at or to receive notice of any shareholders' meeting, or entitled to receive payment of any dividends or to any allotment of rights or to exercise rights in respect of any change, conversion or exchange of capital stock, and (2) the date of such meeting of shareholders, the date for the payment of such dividends, the date for such allotment of rights, or the date when any such change or conversion or exchange of capital stock shall go into effect, as the case may be.Holder

Delivery of Stock Certificates, etc. As soon as practicable after any the exercise of this Warrant and payment of the sum payable upon such exerciseWarrant, in whole or in part, and in any event within 10 days five (5) Business Days thereafter, the Company, Company at its expense, expense will cause to be issued to and delivered or registered in the name of and delivered Holder hereof or, subject to the holder of this WarrantSection 3, or in the name of a permitted transferee as such holder Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares (or other securities or property shares of Common Stock to which such holder Holder shall be entitled upon such exercise), exercise plus, in lieu of any fractional Warrant Shares share to which such holder Holder would otherwise be entitled, cash in an amount equal to such the same fraction multiplied by of the then-current fair market value ("Market Value") of one full Warrant Share. The Market Value shall be the Closing Price (as hereinafter defined) for one full per share of Common Stock on the business day Business Day immediately preceding the day of exercise. As used herein, the term "Closing Price" shall mean the last sale price regular way or, in case no sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock of the Company is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices on such day as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by the National Quotation Bureau, Inc., or a similar reporting organization. All calculations with respect to the Closing Price shall be made to the nearest cent. Issuance and delivery of the Warrant Shares deliverable on the due exercise of this Warrant may be postponed by the Company and its transfer agent during any period, not exceeding thirty days, for which the transfer books of the Company for the Common Stock are closed between (1) the record date set by the Board of Directors for the determination of shareholders entitled to vote at or to receive notice of any shareholders' meeting, or entitled to receive payment of any dividends or to any allotment of rights or to exercise rights in respect of any change, conversion or exchange of capital stock, and (2) the date of such meeting exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and Holder is not obligated to return such certificate for the placement of shareholdersa legend thereon, the date for Company shall cause its transfer agent to electronically transmit the payment Warrant Shares so purchased to Holder by crediting the account of Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to Holder physical certificates representing the Warrant Shares so purchased. Further, Holder may instruct the Company to deliver to Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by Holder hereof, shall be registered in the name of such dividendsHolder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the date Company shall, at its expense, at the time of delivery of such certificates, deliver to Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such allotment shares called for on the face of rights, or this Warrant minus the date when any number of such change or conversion or exchange of capital stock shall go into effect, shares so designated by such Holder upon such exercise as the case may beprovided in Section 1.1.

Delivery of Stock Certificates, etc. ON EXERCISE. As soon as practicable after any the exercise of this Warrant and payment of the sum payable upon such exercise, and in any event within 10 days five Trading Days thereafter, upon the Companyterms and subject to the conditions of this Warrant, the Company at its expense, expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued in the name of and delivered to the holder of this WarrantHolder, or in as the name Holder (upon payment by the Holder of a permitted transferee as such holder any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and nonassessable Warrant Shares shares of Common Stock (or other securities or property Other Securities) to which such holder the Holder shall be entitled upon on such exercise), in such denominations as may be requested by the Holder, plus, in lieu of any fractional Warrant Shares share to which such holder the Holder would otherwise be entitled, cash equal to such fraction multiplied by the then-current fair market value ("then Current Fair Market Value") Value of one full Warrant Shareshare, together with any other stock or Other Securities or any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Section 1 or otherwise. The Market Value Company shall pay any taxes and other governmental charges that may be imposed under the Closing Price (as hereinafter defined) for one full share laws of the United States of America or any political subdivision or taxing authority thereof or therein in respect of the issue or delivery of shares of Common Stock on the business day immediately preceding the day (or Other Securities) or payment of exercise. As used herein, the term "Closing Price" shall mean the last sale price regular way or, in case no sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock of the Company is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices on such day as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by the National Quotation Bureau, Inc., or a similar reporting organization. All calculations with respect to the Closing Price shall be made to the nearest cent. Issuance and delivery of the Warrant Shares deliverable on the due cash upon exercise of this Warrant may (other than income taxes imposed on the Holder). The Company shall not be postponed required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant or payment of cash to any Person other than the Holder, and in case of such transfer or payment the Company shall not be required to deliver any certificate for shares of Common Stock (or Other Securities) upon such exercise or pay any cash until such tax or charge has been paid or it has been established to the Company's reasonable satisfaction that no such tax or charge is due. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Company and its transfer agent during Holder to enforce the same, any periodwaiver or consent with respect to any provision hereof, not exceeding thirty daysthe recovery of any judgment against any Person or any action to enforce the same, for which any failure or delay in the transfer books enforcement of any other obligation of the Company to the Holder, 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 which might otherwise limit such obligation of the Company to the Holder in connection with such exercise. If the Company fails to issue and deliver the certificates for the Common Stock are closed between (1) to the record date set Holder pursuant to the first sentence of this paragraph as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law, the Company shall pay or reimburse the Holder on demand for all out-of-pocket expenses, including, without limitation, fees and expenses of legal counsel, incurred by the Board of Directors for the determination of shareholders entitled to vote at or to receive notice of any shareholders' meeting, or entitled to receive payment of any dividends or to any allotment of rights or to exercise rights in respect of any change, conversion or exchange of capital stock, and (2) the date Holder as a result of such meeting of shareholders, the date for the payment of such dividends, the date for such allotment of rights, or the date when any such change or conversion or exchange of capital stock shall go into effect, as the case may befailure.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after any the exercise of this Warrant and payment of the sum payable upon such exercisein full or in part, and in any event within 10 three (3) business days thereafterthereafter ("Warrant Share Delivery Date"), the Company, Company at its expense, expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder of this WarrantHolder hereof, or in the name of a permitted transferee as such holder Holder (upon payment by such Holder of any applicable transfer taxes) may directdirect in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or other securities or property Other Securities) to which such holder Holder shall be entitled upon on such exercise), plus, in lieu of any fractional Warrant Shares share to which such holder Holder would otherwise be entitled, cash equal to such fraction multiplied by the then-current fair market value ("Market Value") of one full Warrant Share. The then Fair Market Value shall be the Closing Price (as hereinafter defined) for of one full share of Common Stock on Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise. The Company understands that a delay in the business day immediately preceding the day of exercise. As used herein, the term "Closing Price" shall mean the last sale price regular way or, in case no sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock of the Company is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices on such day as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by the National Quotation Bureau, Inc., or a similar reporting organization. All calculations with respect to the Closing Price shall be made to the nearest cent. Issuance and delivery of the Warrant Shares deliverable on after the due Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the amount of $100 per business day after the Warrant Share Delivery Date for each $10,000 of Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be postponed available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company whereupon the Company and its transfer agent during any period, not exceeding thirty days, for which the transfer books Holder shall each be restored to their respective positions immediately prior to the exercise of the Company for relevant portion of this Warrant, except that the Common Stock are closed between (1) liquidated damages described above shall be payable through the record date set by the Board of Directors for the determination of shareholders entitled to vote at or to receive notice of any shareholders' meeting, revocation or entitled rescission is given to receive payment of any dividends or to any allotment of rights or to exercise rights in respect of any change, conversion or exchange of capital stock, and (2) the date of such meeting of shareholders, the date for the payment of such dividends, the date for such allotment of rights, or the date when any such change or conversion or exchange of capital stock shall go into effect, as the case may beCompany.

Delivery of Stock Certificates, etc. As soon as practicable after any the exercise of this Warrant and payment of the sum payable upon such exerciseWarrant, in whole or in part, and in any event within 10 days five (5) Business Days thereafter, the Company, Company at its expense, expense (including the payment by it of any applicable issuance taxes) will cause to be issued to and delivered or registered in the name of and delivered to the holder of this Warranthereof or, or in the name of a permitted transferee subject to Section 5, as such holder (upon payment by such holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares (or other securities or property shares of Common Stock to which such holder shall be entitled upon such exercise), exercise plus, in lieu of any fractional Warrant Shares share to which such holder would otherwise be entitled, cash in an amount equal to such the same fraction multiplied by of the then-current fair market value ("Market Value") of one full Warrant Share. The Market Value shall be the Closing Price (as hereinafter defined) for one full per share of Common Stock on the business day immediately Business Day next preceding the day of exercise. As used herein, the term "Closing Price" shall mean the last sale price regular way or, in case no sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock of the Company is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices on such day as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by the National Quotation Bureau, Inc., or a similar reporting organization. All calculations with respect to the Closing Price shall be made to the nearest cent. Issuance and delivery of the Warrant Shares deliverable on the due exercise of this Warrant may be postponed by the Company and its transfer agent during any period, not exceeding thirty days, for which the transfer books of the Company for the Common Stock are closed between (1) the record date set by the Board of Directors for the determination of shareholders entitled to vote at or to receive notice of any shareholders' meeting, or entitled to receive payment of any dividends or to any allotment of rights or to exercise rights in respect of any change, conversion or exchange of capital stock, and (2) the date of such meeting exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the holder is not obligated to return such certificate for the placement of shareholdersa legend thereon, the date for Company shall cause its transfer agent to electronically transmit the payment Warrant Shares so purchased to the holder by crediting the account of the holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the holder physical certificates representing the Warrant Shares so purchased. Further, the holder may instruct the Company to deliver to the holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the holder hereof, shall be registered in the name of such dividendsholder and, following the date on which the Warrant Shares have been registered for resale under the Securities Act pursuant to that certain Registration Rights Agreement (the "Registration Rights Agreement") dated [See Schedule Item 2], by and between the Company and the other signatories thereto or otherwise may be sold by the holder pursuant to Rule 144 promulgated under the Securities Act (or a successor rule), shall not bear any restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such allotment certificates, deliver to the holder a new Warrant or Warrants of rightslike tenor, calling in the aggregate on the face or faces thereof for issuance of the date when number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such change or conversion or exchange shares called for on the face of capital stock shall go into effect, this Warrant minus the number of such shares so designated by such holder upon such exercise as the case may beprovided in Section 1.1.

Delivery of Stock Certificates, etc. on Exercise. The Company ------------------------------------------------ agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after any the exercise of this Warrant and payment of the sum payable upon such exercisein full or in part, and in any event within 10 three (3) business days thereafterthereafter ("Warrant Share Delivery Date"), the Company, Company at its expense, expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder of this WarrantHolder hereof, or in the name of a permitted transferee as such holder Holder (upon payment by such Holder of any applicable transfer taxes) may directdirect in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or other securities or property Other Securities) to which such holder Holder shall be entitled upon on such exercise), plus, in lieu of any fractional Warrant Shares share to which such holder Holder would otherwise be entitled, cash equal to such fraction multiplied by the then-current fair market value ("Market Value") of one full Warrant Share. The then Fair Market Value shall be the Closing Price (as hereinafter defined) for of one full share of Common Stock on Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise. The Company understands that a delay in the business day immediately preceding the day of exercise. As used herein, the term "Closing Price" shall mean the last sale price regular way or, in case no sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock of the Company is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices on such day as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by the National Quotation Bureau, Inc., or a similar reporting organization. All calculations with respect to the Closing Price shall be made to the nearest cent. Issuance and delivery of the Warrant Shares deliverable on after the due Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the amount of $100 per business day after the Warrant Share Delivery Date for each $10,000 of Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be postponed available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company whereupon the Company and its transfer agent during any period, not exceeding thirty days, for which the transfer books Holder shall each be restored to their respective positions immediately prior to the exercise of the Company for relevant portion of this Warrant, except that the Common Stock are closed between (1) liquidated damages described above shall be payable through the record date set by the Board of Directors for the determination of shareholders entitled to vote at or to receive notice of any shareholders' meeting, revocation or entitled rescission is given to receive payment of any dividends or to any allotment of rights or to exercise rights in respect of any change, conversion or exchange of capital stock, and (2) the date of such meeting of shareholders, the date for the payment of such dividends, the date for such allotment of rights, or the date when any such change or conversion or exchange of capital stock shall go into effect, as the case may beCompany.

Delivery of Stock Certificates, etc. ON EXERCISE. As soon as practicable after any the exercise of this Warrant and payment of the sum payable upon such exerciseWarrant, and in any event within 10 days three Trading Days thereafter, the Company, Company at its expense, expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued in the name of and delivered to the holder of this WarrantHolder, or in as the name Holder (upon payment by the Holder of a permitted transferee as such holder any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and nonassessable Warrant Shares shares of Common Stock (or other securities or property Other Securities) to which such holder the Holder shall be entitled upon on such exercise), in such denominations as may be requested by the Holder, plus, in lieu of any fractional Warrant Shares share to which such holder the Holder would otherwise be entitled, cash equal to such fraction multiplied by the then-then current fair market value ("Market Value"as determined in accordance with subsection 1.2) of one full Warrant Share. The Market Value shall be the Closing Price share, together with any other stock or other securities any property (as hereinafter definedincluding cash, where applicable) for one full share of Common Stock on the business day immediately preceding the day of exercise. As used herein, the term "Closing Price" shall mean the last sale price regular way or, in case no sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the principal national securities exchange on to which the Common Stock of the Company Holder is listed entitled upon such exercise pursuant to Section 1 or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices on such day as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by the National Quotation Bureau, Inc., or a similar reporting organizationotherwise. All calculations with respect to the Closing Price shall be made to the nearest cent. Issuance and delivery of the Warrant Shares deliverable on the due Upon exercise of this Warrant may as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be postponed absolute and unconditional, irrespective of the absence of any action by the Company and its transfer agent during Holder to enforce the same, any periodwaiver or consent with respect to any provision thereof, not exceeding thirty daysthe recovery of any judgment against any person or any action to enforce the same, for which any failure or delay in the transfer books enforcement of any other obligation of the Company for to the Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder 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 which might otherwise limit such obligation of the Company to the Holder in connection with such exercise; provided, however, that nothing herein shall limit or prejudice the right of the Company to pursue any such claim in any other manner permitted by applicable law. If the Company fails to issue and deliver the shares of Common Stock are closed between (1) to the record date set 113 Holder pursuant to the first sentence of this paragraph as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law, the Company shall pay or reimburse the Holder on demand for all out-of-pocket expenses including, without limitation, fees and expenses of legal counsel, incurred by the Board of Directors for the determination of shareholders entitled to vote at or to receive notice of any shareholders' meeting, or entitled to receive payment of any dividends or to any allotment of rights or to exercise rights in respect of any change, conversion or exchange of capital stock, and (2) the date Holder as a result of such meeting failure and in connection with enforcement by the Holder of shareholders, the date for the payment of such dividends, the date for such allotment of rights, or the date when any such change or conversion or exchange of capital stock shall go into effect, as the case may beits rights under this Warrant.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that, provided the purchase price listed in the Subscription Form is received as specified in Section 2 hereof, the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after any the exercise of this Warrant in full or in part and the payment of the sum payable upon such exerciseis made, and in any event within 10 five (5) business days thereafterthereafter (“ Warrant Share Delivery Date ”), the Company, at its expenseexpense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of of, and delivered to to, the holder of this WarrantHolder hereof, or in the name of a permitted transferee as such holder Holder (upon payment by such Holder of any applicable transfer taxes) may directdirect in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable Warrant Shares non-assessable shares of Common Stock (or other securities or property Other Securities) to which such holder Holder shall be entitled upon on such exercise), plus, in lieu of any fractional Warrant Shares share to which such holder Holder would otherwise be entitled, cash equal to such fraction multiplied by the then-current fair market value ("Market Value") of one full Warrant Share. The then Fair Market Value shall be the Closing Price (as hereinafter defined) for of one full share of Common Stock on Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 hereof or otherwise. The Company understands that a delay in the business day immediately preceding the day of exercise. As used herein, the term "Closing Price" shall mean the last sale price regular way or, in case no sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock of the Company is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices on such day as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by the National Quotation Bureau, Inc., or a similar reporting organization. All calculations with respect to the Closing Price shall be made to the nearest cent. Issuance and delivery of the Warrant Shares deliverable on after the due Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $100 per business day after the Warrant Share Delivery Date for each $10,000 of Purchase Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall promptly pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be postponed available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a written notice to such effect to the Company, whereupon the Company and its transfer agent during any period, not exceeding thirty days, for which the transfer books Holder shall each be restored to their respective positions immediately prior to the exercise of the Company for relevant portion of this Warrant, except that the Common Stock are closed between (1) liquidated damages described above shall be payable through the record date set by the Board of Directors for the determination of shareholders entitled to vote at or to receive notice of any shareholders' meeting, revocation or entitled rescission is given to receive payment of any dividends or to any allotment of rights or to exercise rights in respect of any change, conversion or exchange of capital stock, and (2) the date of such meeting of shareholders, the date for the payment of such dividends, the date for such allotment of rights, or the date when any such change or conversion or exchange of capital stock shall go into effect, as the case may beCompany.