Common use of Exercise and Delivery Clause in Contracts

Exercise and Delivery. (1) Each Holder may exercise, at any time or from time to time, a portion or all of the Warrant represented by its Warrant Certificates by (1) delivering to the Company at its principal office the Form of Election to Purchase, in substantially the form attached hereto as Exhibit B, duly filled in and signed, and (2) paying to the Company the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then being exercised. Warrants shall be deemed exercised on the date (the “Date of Exercise”) the Form of Election with respect to such number of Warrant Shares is delivered as provided above, and payment of the Exercise Price for such Warrant is received by the Company, and the Warrant Shares in respect of which the Warrant is exercised shall be deemed issued on that date, and the Person in whose name the certificate representing the Warrant Shares is to be issued shall be deemed the Holder of such Warrant Shares as of that date for all purposes; provided, however, that a Holder may elect to condition its exercise of a Warrant upon the consummation of a Major Transaction, in which case such exercise shall be deemed effective immediately prior to (and conditional upon) the consummation of such Major Transaction. All Warrant Shares will upon issuance be validly issued, fully paid and nonassessable and free of all liens, encumbrances and restrictions (other than restrictions on transfer arising under applicable securities laws). (2) Within the standard settlement period for equity trades effected by U.S. broker-dealers after each Date of Exercise (the “Delivery Period”), the Company shall issue and deliver (or cause its transfer agent (the “Transfer Agent”) to issue and deliver) in accordance with the terms hereof to the Holder or its designee that number of Warrant Shares (“Exercise Shares”) for the portion of the Warrant exercised as shall be determined in accordance herewith. Upon the exercise of any Warrant or any part thereof, the Company shall take all reasonable action, to assure that the Transfer Agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations as Holder shall specify at exercise, representing the number of Exercise Shares issuable upon such exercise. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue a Warrant Certificate or Warrant Shares to any Person unless such Person is an accredited investor (within the meaning of Regulation D) as of the date such Warrant Certificate is otherwise issuable hereunder or the Date of Exercise in respect of such Warrant Shares, as applicable, it being agreed that, a representation in substantially the form of Section 13(a) shall conclusively evidence such Person’s status as an accredited investor, if evidence thereof is requested by the Company, unless additional evidence is required to be provided by applicable law.

Exercise and Delivery. Upon receipt of an Exercise Notice pursuant to Section 2 of this Warrant, the Company shall, (1A) Each Holder may exercise, at any time or from time in the case of a Cash Exercise no later than the close of business on the later to time, a portion or all occur of (i) the third (3rd) Business Day following the Exercise Date set forth in such Exercise Notice and (ii) the date on which the Company has received payment of the Warrant represented by its Warrant Certificates by (1) delivering to the Company at its principal office the Form of Election to Purchase, in substantially the form attached hereto as Exhibit B, duly filled in and signedExercise Price, and (2B) paying in the case of a Cashless Exercise, no later than the close of business on the third (3rd) Business Day following the Exercise Date set forth in such Exercise Notice (each of the dates specified in the foregoing clauses (A) or (B) being referred to as a “Delivery Date”), issue and deliver or cause to be delivered to the Company the Exercise Price for Holder the number of Warrant Shares in respect of which such Warrants are then being exercised. Warrants as shall be deemed exercised on the date (the “Date of Exercise”) the Form of Election with respect to such number determined as provided herein. The Company shall effect delivery of Warrant Shares is delivered as provided aboveto the Holder by delivering to the Holder or its nominee physical certificates representing such Warrant Shares, no later than the close of business on such Delivery Date. If the transfer agent for the Company’s Common Stock participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”), and payment of the Exercise Price for such Warrant is received by the Company, and as long as the Warrant Shares in respect of which the Warrant is exercised shall be deemed issued on that date, and the Person in whose name the certificate representing the Warrant Shares is to be issued shall be deemed the Holder of such Warrant Shares as of that date for all purposes; provided, however, that a Holder may elect to condition its exercise of a Warrant being delivered upon the consummation of a Major Transactionexercise hereof are registered for resale by the Holder, in which case such exercise shall be deemed effective immediately prior have been sold pursuant to (and conditional upon) the consummation of such Major Transaction. All Warrant Shares will upon issuance be validly issued, fully paid and nonassessable and free of all liens, encumbrances and restrictions (other than restrictions on transfer arising under applicable securities laws). (2) Within the standard settlement period for equity trades effected by U.S. broker-dealers after each Date of Exercise (the “Delivery Period”Rule 144 or are freely tradable pursuant to Rule 144(b)(1), the Company shall issue and deliver (or cause its transfer agent (effect delivery of Warrant Shares by crediting the “Transfer Agent”) to issue and deliver) in accordance with the terms hereof to account of the Holder or its designee that nominee at DTC (as specified in the applicable Exercise Notice) with the number of Warrant Shares (“Exercise Shares”) for required to be delivered, no later than the portion close of the business on such Delivery Date. If any exercise would create a fractional Warrant exercised as Share, such fractional Warrant Share shall be determined in accordance herewith. Upon the exercise of any Warrant or any part thereof, the Company shall take all reasonable action, to assure that the Transfer Agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder disregarded and in such denominations as Holder shall specify at exercise, representing the number of Exercise Warrant Shares issuable upon such exercise, in the aggregate, shall be the nearest whole number of Warrant Shares. Notwithstanding anything in this Agreement Warrant Shares delivered to the contrary, the Company Holder shall have no obligation to issue a Warrant Certificate or Warrant Shares to not contain any Person restrictive legend unless such Person is an accredited investor (within the meaning of Regulation D) as of the date such Warrant Certificate is otherwise issuable hereunder or the Date of Exercise in respect of such Warrant Shares, as applicable, it being agreed that, a representation in substantially the form of Section 13(a) shall conclusively evidence such Person’s status as an accredited investor, if evidence thereof is requested by the Company, unless additional evidence legend is required to be provided by applicable lawsecurities laws.