Common use of Method of Exercise; Payment of Exercise Price Clause in Contracts

Method of Exercise; Payment of Exercise Price. (a) Subject to the other terms and conditions of this Warrant, the purchase rights evidenced by this Warrant may be exercised in whole or, from time to time, in part, at the times and subject to the conditions set forth above, by the Holder's presentation of this Warrant to the Company at its principal offices, accompanied by a duly executed Notice of Exercise, in the form attached hereto as Exhibit I and by this reference incorporated herein, and by payment of the aggregate Exercise Price in the manner specified in Section 1(b) hereof, for the number of Warrant Shares specified in the Notice of Exercise. (b) The aggregate Exercise Price for the number of Warrant Shares specified in any Notice of Exercise may be paid in cash by certified check or bank cashier's check or wire transfer of immediately available funds. (c) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after such exercise. If this Warrant is exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant to the Company for exercise, the Company shall execute and deliver to the Holder a new Warrant, containing the same terms and conditions as this Warrant, evidencing the right of the Holder to purchase the number of Warrant Shares as to which this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for exercise specified in subsection (a) above, the Holder shall be deemed to be the holder of record of the Warrant Shares issuable upon such exercise and a shareholder of the Company, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered to the Holder.

Method of Exercise; Payment of Exercise Price. (a) Subject In order to exercise this Warrant, the Holder hereof must surrender this Warrant to the Company, with the Form of Subscription duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for the Warrant Shares as to which this Warrant is submitted for exercise. Any such payment of the Exercise Price pursuant to clause (ii) above shall be payable in cash or other terms same-day funds. Upon the surrender of this Warrant following one or more partial exercises, unless this Warrant has expired, a new Warrant of the same tenor representing the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised, shall promptly be issued and conditions delivered to the Holder. In the event of exercise of this Warrant, the purchase rights evidenced by this Warrant may be exercised in whole orCompany shall promptly thereafter, from time to time, in part, at the times and subject to the conditions set forth above, by the Holder's presentation of this Warrant to the Company at its principal offices, accompanied by a duly executed Notice of Exercise, in the form attached hereto as Exhibit I and by this reference incorporated herein, and by payment of the aggregate Exercise Price in the manner specified in Section 1(b(1) hereof, for the number of Warrant Shares specified in the Notice of Exercise. (b) The aggregate Exercise Price for the number of Warrant Shares specified in any Notice of Exercise may be paid in cash by certified check or bank cashier's check or wire transfer of immediately available funds. (c) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for deliver the Warrant Shares so purchased shall be dated the date of issuable upon such exercise and delivered in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder hereof within a reasonable time, not exceeding fifteen or its designee or (152) days after such exercise. If this Warrant is exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant to the Company for exercise, the Company shall execute and deliver to the Holder a new Warrant, containing certificate or certificates representing the same terms and conditions as this Warrant, evidencing the right of the Holder to purchase the aggregate number of Warrant Shares as to which this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for exercise specified in subsection (a) above, the Holder shall be deemed to be the holder of record of the Warrant Shares issuable upon such exercise and a shareholder registered in the name of the CompanyHolder or its designee and, notwithstanding that unless otherwise specified in such notice, one certificate representing the stock transfer books aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Company may then be closed or that certificates representing such Warrant Shares may by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be actually delivered in compliance with the current public information required under Rule 144 as to the Holdersuch shares and without volume or manner-of-sale restrictions.

Method of Exercise; Payment of Exercise Price. (a) Subject In order to the other terms and conditions of this exercise a Warrant, the purchase rights evidenced by this Holder thereof must (i) surrender the Warrant may be exercised in whole or, from time to time, in part, at the times and subject to the conditions set forth above, by the Holder's presentation of this Certificate evidencing such Warrant to the Company at its principal officesCompany, accompanied by a duly executed Notice of Exercise, in with the form on the reverse of or attached hereto as Exhibit I and by this reference incorporated hereinto the Warrant Certificate duly executed, and by payment of (ii) pay in full the aggregate Exercise Price then in effect for the shares of Underlying Stock as to which a Warrant Certificate is submitted for exercise in the manner specified provided in paragraph (b) of this Section 1(b) hereof, for the number of Warrant Shares specified in the Notice of Exercise3.04. (b) The aggregate Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price for shall be delivered to the number Company. Such payment shall be made (at the option of Warrant Shares specified the Holder) (i) in any Notice of Exercise may be paid in cash cash, by certified check or bank cashier's check or wire transfer of in immediately available funds, or (ii) if at the time of such exercise, the Fair Market Value of the shares of Common Stock (or, with respect to Warrants exercisable for shares of Series A Preferred Stock, the Fair Market Value of the shares of Common Stock into which such shares of Series A Preferred Stock would otherwise be convertible) exceeds the Exercise Price, by surrendering a number of Warrants (or fractional portions thereof) having a value equal to the Exercise Price (a “Cashless Exercise”), determined as provided in this Section 3.04(b). The value of each Warrant so surrendered in a Cashless Exercise shall be equal to the Fair Market Value, at the time of such surrender, of that number of shares of Common Stock into which such Warrant is then exercisable (or would be exercisable if Section 3.07 did not then apply with respect to such exercise), less the Exercise Price. (c) In If fewer than all the event of any exercise Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the rights represented by this Warrant, a certificate or certificates same tenor and for the Warrant Shares so purchased number of Warrants that were not surrendered shall promptly be dated the date of such exercise executed and delivered to the Person or Persons as may be directed in writing by the Holder hereof within a reasonable time(subject to the terms hereof), not exceeding fifteen and the Company shall register the new Warrant in the name of such Person or Persons. (15d) days after such exercise. If this Warrant is exercised in part only, as soon as is practicable after the presentation and Upon surrender of this a Warrant to Certificate in accordance with the Company for exerciseforegoing provisions, the Company shall execute and deliver instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Stock or other securities or property (including cash) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder (subject to the terms hereof), and shall deliver such evidence of ownership and any other securities or property (including cash) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a new Warrant, containing the same terms and conditions share as this Warrant, evidencing the right provided in Section 5.09. Upon payment of the Holder to purchase the number of Warrant Shares as to which this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for exercise specified in subsection (a) aboveExercise Price therefor, the a Holder shall be deemed to be the holder of record own and have all of the rights associated with any Underlying Stock or other securities or property (including cash) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Shares issuable upon Certificate in accordance with this Agreement. If the Holder shall direct that such exercise and securities be registered in a shareholder name other than that of the CompanyHolder, notwithstanding that such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered to the HolderSecurities Transfer Association.

Method of Exercise; Payment of Exercise Price. (a) Subject to the other terms and conditions of this Warrant, the purchase rights evidenced by this Warrant may be exercised in whole oror in part, from time to time, in part, at the times and subject to the conditions set forth above, by the Holder's presentation of this Warrant to the Company at its principal offices, accompanied by a duly executed Notice of Exercise, in the form attached hereto as Exhibit I and by this reference incorporated herein, and by payment of the aggregate Exercise Price in the manner specified in Section 1(b) hereof, for the number of Warrant Shares specified in the Notice of Exercise. (b) The aggregate Exercise Price for the number of Warrant Shares specified in any Notice of Exercise may be paid in cash by certified check or bank cashier's check or wire transfer of immediately available funds. Alternatively, this Warrant may be exercised by surrendering this Warrant in exchange for the number of Warrant Shares equal to the product of (x) the number of shares of Common Stock as to which this Warrant is being exercised, multiplied by (y) a fraction, the numerator of which is the Market Price (as defined below) of one share of Common Stock minus the Exercise Price of one Warrant Share and the denominator of which is the Market Price per share of Common Stock. Solely for the purposes of this Section 1 Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to this Section 1 ("Notice Date") or (ii) as the average of the Market Price for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the average closing sale price as furnished by the NASD through The Nasdaq Stock Market, Inc. ("Nasdaq") or by the OTC Electronic Bulletin Board or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not publicly quoted, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. (c) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after such exercise. If this Warrant is exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant to the Company for exercise, the Company shall execute and deliver to the Holder a new Warrant, containing the same terms and conditions as this Warrant, evidencing the right of the Holder to purchase the number of Warrant Shares as to which this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for exercise specified in subsection (a) above, the Holder shall be deemed to be the holder of record of the Warrant Shares issuable upon such exercise and a shareholder of the Company, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered to the Holder.

Method of Exercise; Payment of Exercise Price. (a) Subject In order to the other terms and conditions of this exercise a Warrant, the purchase rights evidenced by this Holder thereof must (i) surrender the Warrant may be exercised in whole or, from time to time, in part, at the times and subject to the conditions set forth above, by the Holder's presentation of this Certificate evidencing such Warrant to the Company at its principal officesCompany, accompanied by a duly executed Notice of Exercise, in with the form on the reverse of or attached hereto as Exhibit I and by this reference incorporated hereinto the Warrant Certificate duly executed, and by payment of (ii) pay in full the aggregate Exercise Price then in effect for the shares of Underlying Stock as to which a Warrant Certificate is submitted for exercise in the manner specified provided in Section 1(bparagraph (b) hereof, for the number of Warrant Shares specified in the Notice of Exercisethis Section. (b) The aggregate Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price for shall be delivered to the number Company. Such payment shall be made (at the option of Warrant Shares specified the Holder) (a) in any Notice of Exercise may be paid in cash cash, by certified check or bank cashier's check or wire transfer of in immediately available funds, or by certified or official bank check drawn on a New York City bank, or (b) if at the time of such exercise, the Fair Market Value of the shares of Common Stock exceeds the Exercise Price, by surrendering a number of Warrants (or fractional portions thereof) having a value equal to the Exercise Price (a “Cashless Exercise”), determined as provided in this Section 3.4(b). The value of each Warrant so surrendered in a Cashless Exercise shall be equal to the Fair Market Value, at the time of such surrender, of that number of shares of Common Stock into which such Warrant is then exercisable (or would be exercisable if Section 3.7 did not then apply with respect to such exercise), less the Exercise Price. (c) In If fewer than all the event of any exercise Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the rights represented by this Warrant, a certificate or certificates same tenor and for the Warrant Shares so purchased number of Warrants that were not surrendered shall promptly be dated the date of such exercise executed and delivered to the Person or Persons as may be directed in writing by the Holder hereof within a reasonable time, not exceeding fifteen and the Company shall register the new Warrant in the name of such Person or Persons. (15d) days after such exercise. If this Warrant is exercised in part only, as soon as is practicable after the presentation and Upon surrender of this a Warrant to Certificate in conformity with the Company for exerciseforegoing provisions, the Company shall execute and deliver instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Stock or other securities or property (including cash) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including cash) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a new Warrant, containing the same terms and conditions share as this Warrant, evidencing the right provided in Section 5.9. Upon payment of the Holder to purchase the number of Warrant Shares as to which this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for exercise specified in subsection (a) aboveExercise Price therefor, the a Holder shall be deemed to be the holder of record own and have all of the rights associated with any Underlying Stock or other securities or property (including cash) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Shares issuable upon Certificate in accordance with this Agreement. If the Holder shall direct that such exercise and securities be registered in a shareholder name other than that of the CompanyHolder, notwithstanding that such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered to the HolderSecurities Transfer Association.

Method of Exercise; Payment of Exercise Price. (a) Subject In order to exercise all or any of the Warrants represented by a Warrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof, with the Subscription Form set forth on the reverse of the Warrant Certificate duly executed, together with payment in full of the Exercise Price then in effect for each Common Share (or other terms and conditions securities) issuable upon exercise of this Warrant, the purchase rights evidenced by this Warrants as to which a Warrant is exercised; such payment may be exercised in whole or, from time to time, in part, at the times and subject to the conditions set forth above, by the Holder's presentation of this Warrant to the Company at its principal offices, accompanied by a duly executed Notice of Exercise, in the form attached hereto as Exhibit I and by this reference incorporated herein, and by payment of the aggregate Exercise Price in the manner specified in Section 1(b) hereof, for the number of Warrant Shares specified in the Notice of Exercise. (b) The aggregate Exercise Price for the number of Warrant Shares specified in any Notice of Exercise may be paid made in cash or by certified check or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Notwithstanding the foregoing, if the Common Shares (or wire transfer of immediately available funds. (cother securities) In the event of any issuable upon exercise of the rights Warrants are registered under the Exchange Act, the Exercise Price may be paid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be delivered to the Company by the Warrant Agent as instructed in writing by the Company. If less than all the Warrants represented by this Warranta Warrant Certificate are exercised, such Warrant 17 13 Certificate shall be surrendered and a certificate or certificates new Warrant Certificate of the same tenor and for the Warrant Shares so purchased number of Warrants which were not exercised shall be dated executed by the date of such exercise Company and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder hereof or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants. Upon the exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a Registration Statement relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within a reasonable time, not exceeding fifteen (15) 14 days after of such exercise. If this A Warrant is shall be deemed to have been exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant immediately prior to the Company close of business on the date of the surrender for exercise, the Company shall execute and deliver to the Holder a new Warrantas provided above, containing the same terms and conditions as this Warrant, evidencing the right of the Holder to purchase the number of Warrant Shares as to which Certificate representing such Warrant and, for all purposes under this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for exercise specified in subsection (a) aboveAgreement, the Holder shall Person entitled to receive any Common Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the holder Holder of such Common Shares of record as of the close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver to such Person, any Common Shares issuable upon to which such exercise and a shareholder of Person would have been entitled had such Person been the Company, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing registered holder on such Warrant Shares may not then be actually delivered to the Holderdate.

Method of Exercise; Payment of Exercise Price. (a) Subject In order to the other terms and conditions of this exercise a Warrant, the purchase rights evidenced by Holder hereof must (i) surrender this Warrant may be exercised in whole or, from time to time, in part, at the times and subject Certificate to the conditions set forth aboveCompany, by with the Holder's presentation of this Warrant to the Company at its principal offices, accompanied by a duly executed Notice of Exercise, in the form Exercise Subscription Form attached hereto as Exhibit Annex I duly completed and by this reference incorporated hereinexecuted, and by payment of (ii) unless the aggregate cashless exercise procedure specified in Section 1.04(d) below is specified in the applicable Exercise Subscription Form, pay in full the Exercise Price then in effect for the shares of Company Common Stock as to which this Warrant Certificate is submitted for exercise in the manner specified provided in paragraph (b) of this Section 1(b) hereof, for the number of Warrant Shares specified in the Notice of Exercise1.04. (b) The aggregate Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price for shall be delivered to the number of Warrant Shares Company, unless the cashless exercise procedure specified in any Notice of Section 1.04(d) below is specified in the applicable Exercise may Subscription Form. Such payment (if applicable) shall be paid made in cash cash, by certified check or bank cashier's check or wire transfer of in immediately available fundsfunds to an account designated by the Company. (c) In If fewer than all the event of any exercise of the rights Warrants represented by this WarrantWarrant Certificate are surrendered, this Warrant Certificate shall be surrendered and a certificate or certificates new Warrant Certificate of the same tenor and for the Warrant Shares so purchased number of Warrants that were not surrendered shall promptly be dated the date of such exercise executed and delivered to the Person or Persons as may be directed in writing by the Holder hereof within a reasonable time, not exceeding fifteen (15) days after such exercise. If this Warrant is exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant subject to the Company for exerciseterms hereof), and the Company shall execute register any new Warrant Certificate in the name of such Person or Persons. Any new Warrant Certificate shall be executed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer or Secretary, either manually or by facsimile signature printed thereon. In case any Officer of the Company whose signature shall have been placed upon any Warrant Certificate shall cease to be such Officer of the Company before issue and deliver delivery thereof, such Warrant Certificate may, nevertheless, be issued and delivered with the same force and effect as though such person had not ceased to be such Officer of the Company. (d) Notwithstanding anything contained herein to the Holder a new Warrantcontrary, containing each Warrant may be exercised, in whole or in part, at any time or times on or after the same terms Issuance Date and conditions as this Warrant, evidencing on or before the right Expiration Date at the election of the Holder to purchase the number (in such ▇▇▇▇▇▇’s sole discretion) by means of Warrant Shares as to a “cashless exercise” in which this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for exercise specified in subsection (a) above, the Holder shall be deemed entitled to be the holder receive a number of record shares of the Warrant Shares issuable upon such exercise and a shareholder of the Company, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered Common Stock equal to the Holder.quotient obtained by dividing ((A-B) * (X)) by (A), where: (A) = the Closing Sale Price of a share of Company Common Stock on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Exercise Subscription Form; (B) = the Exercise Price, as adjusted hereunder; and

Method of Exercise; Payment of Exercise Price. (a) Subject Unless the Warrant is being exercised in accordance with Section 3.4(b), in order to the other terms and conditions of this exercise a Warrant, the purchase rights evidenced by this Holder thereof must surrender the Warrant may be exercised in whole or, from time to time, in part, at the times and subject to the conditions set forth above, by the Holder's presentation of this Certificate evidencing such Warrant to the Company at its principal officesCompany, accompanied by a duly executed Notice of Exercise, in with the form on the reverse of or attached hereto as Exhibit I and by this reference incorporated hereinto the Warrant Certificate duly executed, and by together with any required payment in full of the aggregate Exercise Price then in the manner specified in Section 1(b) hereof, effect for the number shares of Underlying Common Stock as to which a Warrant Shares specified Certificate is submitted for exercise. Any such payment of the Exercise Price shall be payable in cash or other same-day funds, provided that, in lieu of cash or other same-day funds, such Holder may pay all or any portion of the Notice Exercise Price by delivering to the Company written notice of Exerciseits election to cancel (including evidence, reasonably acceptable to the Company, of the cancellation of) principal amount and/or accrued interest payable by the Company to such Holder under the Credit Agreement in an aggregate amount equal to the aggregate Exercise Price then in effect for the shares of Underlying Common Stock as to which a Warrant Certificate is submitted for exercise. (b) In lieu of exercising a Warrant in the manner provided above in Section 3.4(a), the Holder thereof may, at its option at any time, elect to receive such number of shares of Common Stock upon surrender of the applicable Warrant at the principal office of the Company together with notice of such election as determined by the following formula: Where X = The aggregate number of shares of Underlying Common Stock to be issued to the Holder pursuant to exercise under this Section 3.4(b). Y = The number of shares of Underlying Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation). A = The Fair Market Value of one share of Underlying Common Stock (at the date of such calculation). B = The Exercise Price for (as adjusted to the number date of Warrant Shares specified in any Notice of Exercise may be paid in cash by certified check or bank cashier's check or wire transfer of immediately available fundssuch calculation). (c) In If fewer than all the event of any Warrants represented by a Warrant Certificate are surrendered for exercise under Section 3.4(a) or (b), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the rights represented by this Warrant, a certificate or certificates same tenor and for the Warrant Shares so purchased number of Warrants that were not surrendered shall promptly be dated the date of such exercise executed and delivered by the Company, and the Company shall register it in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after such exercisePerson or Persons entitled to receive the same. If this Warrant is exercised in part only, as soon as is practicable after the presentation and Upon surrender of a Warrant Certificate in conformity with this Warrant to the Company for exerciseAgreement, the Company shall execute and deliver instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a new Warrant, containing the same terms and conditions share as this Warrant, evidencing the right provided in Section 4.6. Upon payment of the Holder to purchase the number of Warrant Shares as to which this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for Exercise Price therefor or exercise specified in subsection (a) aboveaccordance with Section 3.4(b), the a Holder shall be deemed to be the holder of record own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Shares issuable upon Certificate in accordance with this Agreement. If the Holder shall direct that such exercise and securities be registered in a shareholder name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other evidence of authority that may be reasonably required by the Company, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered to the Holder.

Method of Exercise; Payment of Exercise Price. (a) Subject In order to the other terms and conditions of this exercise a Warrant, the purchase rights evidenced by this Warrant may be exercised in whole or, from time to time, in part, at the times and subject to the conditions set forth above, by the Holder's presentation of this Warrant Holder thereof must (i) surrender to the Company at its principal officesthe Warrant Certificate evidencing such Warrant, accompanied by a duly executed Notice of Exercise, in with the form on the reverse of or attached hereto as Exhibit I and by this reference incorporated hereinto the Warrant Certificate duly executed, and surrender to the Company the Required Number (if any) of shares of Series C Voting Preferred Stock then held by the Holder for redemption pursuant to the terms of such shares (ii) with respect to any Warrants for which Net Share Settlement is not elected, deliver to the Company any required payment in full of the aggregate Exercise Price then in effect for the shares of Underlying Common Stock as to which a Warrant Certificate is submitted for such exercise, not later than the Settlement Date as more fully set forth herein. Full Physical Settlement shall apply to each Warrant unless the Holder elects for Net Share Settlement to apply upon exercise of such Warrant. The election of Net Share Settlement shall be made in the manner specified form on the reverse of or attached to the Warrant Certificate for each Warrant. (a) If Full Physical Settlement applies to the exercise of a Warrant, then, for each Warrant exercised hereunder (i) prior to 11:00 a.m., New York City time, on the Settlement Date for such Warrant, the Holder shall pay the applicable Exercise Price then in Section 1(beffect (determined as of such Exercise Date) hereof, for the number of shares of Common Stock obtainable upon exercise of such Warrant Shares specified at such time by federal wire or other immediately available funds payable to the order of the Company to the account maintained by the Company and notified to the Holder upon request of the Holder, and (ii) on the Settlement Date, following receipt by the Company of such Exercise Price, the Company shall cause to be delivered to the Holder the number of shares of Common Stock obtainable upon exercise of each Warrant at such time (the “Full Physical Share Amount”), together with cash in the Notice respect of Exerciseany fractional shares of Common Stock as provided in Section 3.4(e). (b) The aggregate Exercise Price If Net Share Settlement applies to the exercise of a Warrant, then, for each Warrant exercised hereunder, on the Settlement Date for such Warrant, the Company shall cause to be delivered to the Holder a number of shares of Common Stock (which in no event will be less than zero) (the “Net Share Amount”) equal to (i) the number of shares of Common Stock issuable upon exercise of such Warrant Shares specified at such time, multiplied by (ii) the Closing Sale Price on the relevant Exercise Date, minus the applicable Exercise Price then in effect (determined as of such Exercise Date), divided by (iii) such Closing Sale Price, together with cash in respect of any Notice fractional shares of Exercise may be paid Common Stock as provided in cash by certified check or bank cashier's check or wire transfer of immediately available fundsSection 3.4(e). (c) In Upon surrender of a Warrant Certificate, and surrender of the Required Number of shares of Series C Voting Preferred Stock for redemption pursuant to the terms of such shares, in conformity with the foregoing provisions and, in the event of any exercise Full Physical Settlement of a Warrant, receipt by the Company of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after such exercise. If this Warrant is exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant to the Company for exerciseExercise Price therefor, the Company shall execute and deliver instruct the transfer agent for the Common Stock to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership to the Person or Persons entitled to receive the same, together with cash in respect of any fractional shares of Common Stock as provided in Section 3.4(e); provided that if the Holder shall direct that such securities be registered in a new Warrant, containing the same terms and conditions as this Warrant, evidencing the right name other than that of the Holder Holder, such direction shall be tendered in conjunction with a signature guarantee by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to purchase the number of Warrant Shares as to which this Warrant has not been exercisedCompany’s transfer agent. Upon receipt surrender of this a Warrant by the Company at its principal offices accompanied by the items required for exercise specified Certificate in conformity with subsection (a) aboveabove and, in the event of Full Physical Settlement of a Warrant, receipt by the Company of the Exercise Price therefor, a Holder shall be deemed to be the holder of record own and have all of the rights associated with any Underlying Common Stock or other securities or property to which such Holder is entitled pursuant to this Agreement upon the surrender of a Warrant Shares Certificate in accordance with this Agreement. (d) If fewer than all the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered by the Company to the Person or Persons entitled to receive the new Warrant Certificate. (e) The Company shall not be required to issue any fraction of a share of Common Stock upon exercise of any Warrants; provided that, if more than one Warrant shall be exercised hereunder at one time by the same Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of all Warrants so exercised, and shall include the aggregation of all fractional shares of Common Stock issuable upon exercise of such Warrants. If after giving effect to the aggregation of all shares of Common Stock (and fractions thereof) issuable upon exercise and of Warrants by the same Holder at one time as set forth in the previous sentence, any fraction of a shareholder share of Common Stock would, except for the Companyprovisions of this Section 3.4(e), notwithstanding that be issuable on the stock transfer books exercise of any Warrant or Warrants, the Company shall pay the Holder cash in lieu of such fractional share valued at the Closing Sale Price on the Exercise Date. (f) The Required Number of shares of Series C Voting Preferred Stock surrendered by the Holder for redemption pursuant to the terms of such shares in conformity with the foregoing provisions shall be canceled by or on behalf of the Company may then upon its books and shall no longer be closed or that certificates representing such Warrant Shares may not then be actually delivered to the Holderdeemed outstanding.

Method of Exercise; Payment of Exercise Price. (a) Subject In order to exercise all or any of the Warrants, a Holder thereof shall provide written notice in substantially the form of Attachment-1 to Exhibit A to the other terms and conditions of this Warrant, the purchase rights evidenced by this Warrant may be exercised in whole or, from time to time, in part, Corporation at the times and subject to the conditions its address set forth above, by in Section 9.3 hereof specifying the Holder's presentation number of this Warrant to the Company at its principal offices, Warrants being exercised. Such notice shall be accompanied by a duly executed Notice one or more Warrant Certificates representing not less than the number of ExerciseWarrants being exercised, together with payment in the form attached hereto as Exhibit I and by this reference incorporated herein, and by payment full of the aggregate applicable per share Exercise Price in the manner specified in Section 1(b) hereof, for multiplied by the number of Warrant Shares specified to be purchased pursuant to the exercise. The Exercise Price shall be payable, at the option of such Holder by wire transfer, certified check, official bank check or bank cashier’s check payable to the order of the Corporation. If the number of Warrants being exercised is less than the number of Warrants represented by the Warrant Certificate(s) tendered in connection with the exercise, the Corporation shall issue new Warrant Certificate(s) for the unexercised Warrants in accordance with instructions contained in the Notice notice of Exerciseexercise and this Agreement. (b) The aggregate Exercise Price for In lieu of exercising this Warrant pursuant to Section 3.2(a) above, Holder may elect to receive shares based on the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation together with notice of such election, in which event the Corporation shall issue to Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where: X= the number of shares of Common Stock to be issued to Holder; Y= the number of shares of Common Stock purchasable under this Warrant Shares specified in any Notice of Exercise may be paid in cash by certified check or bank cashier's check or wire transfer of immediately available funds. (c) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased shall be dated at the date of such exercise calculation); A= the Market Value of one share of the Corporation’s Common Stock (at the date of such calculation); and delivered B= Exercise Price as of the date of issuance of the Warrant (adjusted to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after date of such exercisecalculation). If this Upon exercise of any Warrant is exercised in part only, as soon as is practicable after conformity with the presentation and surrender of this Warrant to the Company for exerciseforegoing provisions, the Company Corporation shall execute and deliver to (i) transfer promptly to, or upon the Holder a new Warrant, containing the same terms and conditions as this Warrant, evidencing the right of the Holder to purchase the number of Warrant Shares as to which this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for exercise specified in subsection (a) abovewritten order of, the Holder of such Warrant, appropriate evidence of ownership of any Warrant Shares or other securities or property (including money) to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder thereof, (ii) deliver such evidence of ownership and any other securities or property (including money) to the person or persons entitled to receive the same, and (iii) reissue, as the case may be, a Warrant Certificate for any unexercised Warrants. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise of the Warrant Certificate representing such Warrant being exercised and the payment of or surrender of Warrants representing the Exercise Price thereof, and, for all purposes of this Agreement, the person entitled to receive any Warrant Shares or other securities or property deliverable upon such exercise shall, as between such person and the Corporation, be deemed to be the holder Holder of record of the Warrant Shares issuable upon such exercise and a shareholder of the Company, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then or other securities or property of record as of the close of business on such date and shall be actually delivered entitled to receive any Warrant Shares or other securities or property (including money) to which such person would have been entitled had such person been the Holderrecord holder of such Warrant Shares or other securities or property on such date.

Method of Exercise; Payment of Exercise Price. (a) Subject to the other terms and conditions of this Warrant, the purchase rights evidenced by this Warrant may be exercised in whole oror in part, from time to time, in part, at the times and subject to the conditions set forth above, by the Holder's presentation of this Warrant to the Company at its principal offices, accompanied by a duly executed Notice of Exercise, in the form attached hereto as Exhibit I and by this reference incorporated herein, and by payment of the aggregate Exercise Price in the manner specified in Section 1(b) hereof, for the number of Warrant Shares specified in the Notice of Exercise. (b) The aggregate Exercise Price for the number of Warrant Shares specified in any Notice of Exercise may be paid in cash by certified check or bank cashier's check or wire transfer of immediately available funds. (c) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after such exercise. If this Warrant is exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant to the Company for exercise, the Company shall execute and deliver to the Holder a new Warrant, containing the same terms and conditions as this Warrant, evidencing the right of the Holder to purchase the number of Warrant Shares as to which this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for exercise specified in subsection (a) above, the Holder shall be deemed to be the holder of record of the Warrant Shares issuable upon such exercise and a shareholder of the Company, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered to the Holder.

Method of Exercise; Payment of Exercise Price. (a) Subject In order to exercise any of the Warrants, the Holder thereof must provide written notice to the other terms and conditions of this Warrant, the purchase rights evidenced by this Warrant may be exercised in whole or, from time to time, in part, Corporation at the times and subject to the conditions its address set forth above, by the Holder's presentation of this Warrant to the Company at its principal offices, accompanied by a duly executed Notice of Exercise, in Section 8.3 hereof in the form attached hereto as Exhibit I and B specifying the number of Warrants being exercised. Such notice shall be accompanied by this reference incorporated hereinWarrant Certificates representing not less than the number of Warrants being exercised, and by together with payment in full of the aggregate per share Exercise Price in the manner specified in Section 1(b) hereof, for multiplied by the number of Warrant Shares specified in to be purchased pursuant to the Notice of Exercise. (b) exercise. The aggregate Exercise Price for shall be payable, at the number option of Warrant Shares specified in any Notice of Exercise may be paid in cash the Holder, by wire transfer, certified check, official bank check or bank cashier's check payable to the order of the Corporation. (b) In lieu of exercising Warrants pursuant to Section 3.3(a), the Holder shall have the right to require the Corporation to convert the Warrants, in whole or wire transfer in part and at any time or times (the "Conversion Right"), into Warrant Shares, by surrendering to the Corporation at its address set forth in Section 8.3 hereof the Warrant Certificate evidencing the Warrants to be converted, accompanied by the form of conversion notice attached hereto as Exhibit C which has been duly completed and signed. Upon exercise of the Conversion Right, the Corporation shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Warrant Shares which is equal to the quotient obtained by dividing (x) the value of the number of Warrants being converted at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price for all such Warrants immediately available fundsprior to the exercise of the Conversion Right from the aggregate Fair Market Value of that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to Article 4), by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Agreement to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include (without limitation) any exercise of the Conversion Right. (c) In If the event number of Warrants being exercised is less than the number of Warrants represented by the Warrant Certificate(s) tendered in connection with the exercise, the Corporation shall issue new Warrant Certificate(s) for the unexercised Warrants in accordance with instructions contained in the notice of exercise and this Agreement. (d) Upon exercise of any Warrant in conformity with the foregoing provisions, the Corporation shall (i) transfer promptly to, or upon the written order of, the Holder of such Warrant, appropriate evidence of ownership of any Warrant Shares or other securities or property (including money) to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder thereof, (ii) deliver such evidence of ownership and any other securities or property (including money) to the person or persons entitled to receive the same, and (iii) reissue, as the case may be, a Warrant Certificate for any unexercised Warrants. Each new Warrant Certificate so issued shall bear the legend set forth in Section 2.2 if the Warrant Certificate presented in connection with partial exercise thereof bore such legend except to the extent that some or all of the transfer restrictions referred to in such legend or this Agreement are no longer applicable pursuant to Article 6 or as a result of registration of the Warrant Shares pursuant to Article 7. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender to the Corporation for exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased shall be dated the date of Certificate representing such exercise Warrant being exercised and delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after such exercise. If this Warrant is exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant to the Company for exercise, the Company shall execute and deliver to the Holder a new Warrant, containing the same terms and conditions as this Warrant, evidencing the right of the Holder to purchase the number of Warrant Shares as to which this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items notice required under Section 3(a) or 3(b), as the case may be, for exercise specified in subsection (a) aboveall purposes of this Agreement, the Holder shall person entitled to receive any Warrant Shares or other securities or property deliverable upon such exercise shall, as between such person and the Corporation, be deemed to be the holder Holder of record of the Warrant Shares issuable upon such exercise and a shareholder of the Company, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then or other securities or property of record as of the close of business on such date and shall be actually delivered entitled to receive any Warrant Shares or other securities or property (including money) to which such person would have been entitled had such person been the Holderrecord holder of such Warrant Shares or other securities or property on such date.

Method of Exercise; Payment of Exercise Price. (a) Subject In order to the other terms and conditions of this exercise a Warrant, Holder must (i) surrender the purchase rights evidenced by this Warrant may be exercised in whole or, from time to time, in part, at the times and subject to the conditions set forth above, by the Holder's presentation of this Certificate evidencing such Warrant to the Company at its principal officesCompany, accompanied by a with the form on the reverse of or attached to the Warrant Certificate duly executed Notice of Exercise, in (the form attached hereto as Exhibit I and by this reference incorporated herein“Exercise Form”), and by payment of (ii) simultaneously with such surrender, pay in full the aggregate Exercise Price then in effect for Warrant Shares as to which a Warrant Certificate is submitted for exercise in the manner specified provided in Section 1(bparagraph (b) hereof, for the number or (c) of Warrant Shares specified in the Notice of Exercisethis Section. (b) The aggregate Warrants may be exercised by Holder, in whole or in part, at any time or from time to time during the period specified in Section 3.2 hereof by delivery to the Company of payment in full in cash, by bank wire transfer in immediately available funds, or by certified or official bank check, of the full Exercise Price for the number of Warrant Shares specified in any Notice of the Exercise may be paid in cash by certified check or bank cashier's check or wire transfer of immediately available fundsForm (the “Exercise Amount”). (c) In the event lieu of any exercise exercising Warrants for payment of the rights represented by this Warrantfull Exercise Amount in cash pursuant to Section 3.4(b), a certificate Holder shall have the right to exercise the Warrants or certificates any portion thereof (the “Cashless Exercise Right”) for the Warrant Shares so purchased shall be dated as provided in this Section 3.4(c) at any time or from time to time during the date of such exercise and delivered to period specified in Section 3.2 hereof by the Holder hereof within a reasonable time, not exceeding fifteen (15) days after such exercise. If this Warrant is exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant to the Company for exercise, of a duly executed and properly completed Exercise Form marked to reflect cashless exercise and payment to the Company shall execute and deliver of an amount of cash (the “Par Value Payment”) equal to the Holder a new Warrant, containing the same terms and conditions as this Warrant, evidencing the right product of the Holder to purchase (i) the number of Warrant Shares as to which this be issued multiplied by (ii) the aggregate par value of the number of each class of Ordinary Shares included in one Warrant has not been exercisedShare. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for exercise specified in subsection (a) above, the Holder shall be deemed to be the holder of record of the Cashless Exercise Right with respect to a particular number of Warrant Shares issuable upon exercise of such exercise Warrants and a shareholder noted on the Exercise Form (the “Cashless Exercise Warrant Shares”), the Company shall calculate and deliver or cause to be delivered to Holder (without payment by Holder of any Exercise Amount or any cash or other consideration (other than the Par Value Payment)) that number of fully paid and nonassessable Warrant Shares (subject to the provisions of Section 4.2) equal to the quotient obtained by dividing (x) the value as of the Companyapplicable Exercise Date of such Warrants to be exercised, notwithstanding that which value shall be determined by subtracting (A) the stock transfer books aggregate Exercise Amount of the Company may then be closed or that certificates representing such Cashless Exercise Warrant Shares may not then be actually delivered immediately prior to the Holder.exercise of the Cashless Exercise Right minus the Par Value Payment from (B) the aggregate Fair Market Value as of such Exercise Date of the Cashless Exercise Warrant Shares issuable upon exercise of such Warrants to be exercised, by (y) the Fair Market Value of one Warrant Share as of such Exercise Date. Expressed as a formula, such cashless exercise shall be computed as follows:

Method of Exercise; Payment of Exercise Price. (a) Subject to the other terms and conditions of this Warrant, the purchase rights evidenced by this Warrant may be exercised in whole or, from time to time, in part, at the times and subject to the conditions set forth above, by the Holder's presentation of this Warrant to the Company at its principal offices, accompanied by a duly executed Notice of Exercise, in the form attached hereto as Exhibit I A and by this reference incorporated herein, and by payment of the aggregate Exercise Price in the manner specified in Section 1(b) hereof, for the number of Warrant Shares specified in the Notice of Exercise. (b) The aggregate Exercise Price for the number of Warrant Shares specified in any Notice of Exercise may be paid at the Holder's election either: (i) in cash by certified check or bank cashier's check or wire transfer of immediately available funds; or (ii) by surrender of the Warrant as provided in this subsection (b) (a "Net Issuance"). If the Holder elects the Net Issuance method, the Company will issue Warrant Shares in accordance with the following formula: X = Y(A-B)/A Where: X = the number of Warrant Shares to be issued to the Holder Y = the number of Warrant Shares for which this Warrant is requested to be exercised A = the "Current Fair Market Value" of one share of Common Stock B =the Exercise Price As used herein, the "Current Fair Market Value" of one share of Common Stock, shall mean: (i) if the exercise of the Warrant is in connection with the first primary offering of Common Stock by means of a registration statement filed by the Company in accordance with the Securities Act of 1933, as amended (or any successor Federal statute) which offering does not exclusively relate to securities under an employee stock option, bonus or other compensation plan (the "Initial Public Offering"), and if the Company registration statement relating to the Initial Public Offering has been declared effective by the Securities and Exchange Commission, then the initial "price to public" specified in the final prospectus with respect to the Initial Public Offering; or (ii) if the exercise of the Warrant is not in connection with, or is after, the Initial Public Offering, then: (1) If traded on a securities exchange or the Nasdaq National Market System, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three business days prior to the date of exercise; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever are applicable) over the 30-day period ending three business days prior to the date of exercise; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company's Board of Directors. (c) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after such exercise. If this Warrant is exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant to the Company for exercise, the Company shall execute and deliver to the Holder a new Warrant, containing the same terms and conditions as this Warrant, evidencing the right of the Holder to purchase the number of Warrant Shares as to which this Warrant has not been exercised. Upon receipt of this Warrant by the Company at its principal offices accompanied by the items required for exercise specified in subsection (a) above, the Holder shall be deemed to be the holder of record of the Warrant Shares issuable upon such exercise and a shareholder stockholder of the Company, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered to the Holder.