Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted to the Holder by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either # there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or # this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Business Days after the latest of # the delivery to the Company of the Notice of Exercise and # payment of the aggregate Exercise Price as set forth above (unless by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date (a “Delivery Failure”) could result in economic loss to the Holder. If the Company fails for any reason to credit Holder’s or its designees’ account with DTC or issue and deliver to the Holder such certificate or certificates pursuant to this Section 2(d)(i) by the Warrant Share Delivery Date (a “Delivery Failure”), and if on or after such Warrant Share Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of the Company’s Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or # promptly (but in no event later than five two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of # such number of shares of Common Stock multiplied by # the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. In addition, 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 $10 per Business Day (increasing to $20 per Business Day after the fifth (5th) Business Day) after the Warrant Share Delivery Date for each $1,000 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 2(d)(i) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be 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 the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted to the Holder by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either # there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or # this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) BusinessTrading Days after the latest of # the delivery to the Company of the Notice of ExerciseExercise, # surrender of this Warrant (if required) and # payment of the aggregate Exercise Price as set forth above (unless(including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other Personperson so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date (a “Delivery Failure”) could result in economic loss to the Holder. If the Company fails for any reason to credit Holder’s or its designees’ account with DTC or issue and deliver to the Holder such certificate or certificates pursuant to this Section 2(d)(i) by the Warrant Share Delivery Date (a “Delivery Failure”), and if on or after such Warrant Share Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of the Company’s Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or # promptly (but in no event later than five two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of # such number of shares of Common Stock multiplied by # the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. In addition, asAs 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 $10 per BusinessTrading Day (increasing to $20 per BusinessTrading Day after the fifth (5th) BusinessTrading Day) after the Warrant Share Delivery Date for each $1,000 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 2(d)(i) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be 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 the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted to the Holder by the Transfer Agent to the HolderNew Purchaser by crediting the account of the Holder’New Purchaser’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either # there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the HolderNew Purchaser or # this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the HolderNew Purchaser in the Notice of Exercise by the date that is three (3) BusinessTrading Days after the latest of # the delivery to the Company of the Notice of ExerciseExercise, # surrender of this Warrant (if required) and # payment of the aggregate Exercise Price as set forth above (unless(including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and HolderNew Purchaser or any other Personperson so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder,New Purchaser, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date (a “Delivery Failure”) could result in economic loss to the Holder. If the Company fails for any reason to credit Holder’s or its designees’ account with DTC or issue and deliver to the Holder such certificate or certificates pursuant to this Section 2(d)(i) by the Warrant Share Delivery Date (a “Delivery Failure”), and if on or after such Warrant Share Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of the Company’s Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or # promptly (but in no event later than five two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of # such number of shares of Common Stock multiplied by # the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. In addition, asNew Purchaser. As compensation to the HolderNew Purchaser for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the HolderNew Purchaser for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $10 per BusinessTrading Day (increasing to $20 per BusinessTrading Day after the fifth (5th) BusinessTrading Day) after the Warrant Share Delivery Date for each $1,000 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 2(d)(i) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder,New Purchaser, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the HolderNew Purchaser 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 the HolderNew Purchaser shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

Delivery of Certificates Upon Exercise. Certificates for sharesWarrant Shares purchased hereunder shall be transmitted to the Holder by the Transfer AgentCompany’s transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime broker with Thethe Depository Trust Company through its Deposit or Withdrawal at Custodian systemAgent Commission (“DWAC”) system if the Company is then a participant in such system and either # there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or # this Warrant is being exercised via cashless exercise andthe shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144 is available,144, and otherwise by physical delivery of certificates to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Businesswithin four (4) Trading Days after the latest of #from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and # payment of the aggregate Exercise Price as set forth above (unless by cashless exercise, if permitted) (such date, the(the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other Personperson so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, withexercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section[Section 2(d)e)(vi)] prior to the issuance of such shares, havinghave been paid.paid, irrespective of the date of delivery of the Warrant Shares. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date (a “Delivery Failure”) could result in economic loss to the Holder. If the Company fails for any reason to credit Holder’s or its designees’ account with DTC or issue and deliver to the Holder such certificate or certificates pursuant to this Section 2(d)(i) by the Warrant Share Delivery Date (a “Delivery Failure”), and if on or after such Warrant Share Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of the Company’s Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or # promptly (but in no event later than five two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of # such number of shares of Common Stock multiplied by # the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. In addition, asAs 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 $10 per BusinessTrading Day (increasing to $20 per BusinessTrading Day after the fifth (5th) Businessthird (3rd) Trading Day) after the Warrant Share Delivery Date for each $1,000 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 2(d)(i) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be 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 the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable

Delivery of CertificatesWarrant Shares Upon Exercise. Certificates for sharesThe Company shall cause the Warrant Shares purchased hereunder shallto be transmitted to the Holder by the Transfer AgentCompany’s transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime brokeror its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either # there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or # thisthe Warrant is being exercised via cashless exercise andShares are eligible for resale by the Holder pursuant to Rule 144 is available,144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Businesstwo (2) Trading Days after the latestlater of # the delivery to the Company of the Notice of Exercise provided that such Notice of Exercise is received by 12 p.m. EST and three (3) Trading Days for any Notice of Exercise received after 12 p.m. EST, and # the Company’s receipt of payment of the aggregate Exercise Price as set forth above (unlessof the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise, if permitted)exercise procedure specified in Section 2(c) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other Personperson so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares,Warrant Shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date (a “Delivery Failure”) could result in economic loss to the Holder. If the Company fails for any reason to credit Holder’s or its designees’ account with DTC or issue and deliver to the Holder such certificate or certificates pursuant to this Section 2(d)(i) by the Warrant Share Delivery Date (a “Delivery Failure”), and if on or after such Warrant Share Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of the Company’s Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or # promptly (but in no event later than five two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of # such number of shares of Common Stock multiplied by # the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. In addition, 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 $10 per Business Day (increasing to $20 per Business Day after the fifth (5th) Business Day) after the Warrant Share Delivery Date for each $1,000 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 2(d)(i) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Holder may revoke all or partCompany shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the relevant Warrant exercise by delivery of a notice to such effect toCommon Stock on the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercisedate of the relevant portionapplicable Notice of this Warrant, except thatExercise), $5 per Trading Day (increasing to $10 per Trading Day on the fifth Trading Day after such liquidated damages described above shall be payable throughbegin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the date notice of revocation or rescission is given to the Company.FAST program so long as this Warrant remains outstanding and exercisable.

Delivery of CertificatesWarrant Shares Upon Exercise. Certificates for sharesThe Company shall cause the Warrant Shares purchased hereunder shallto be transmitted to the Holder by the Transfer AgentCompany’s transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime brokeror its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either # there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or # thisthe Warrant is being exercised via cashless exercise andShares are eligible for resale by the Holder pursuant to Rule 144 is available,144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Businesstwo (2) Trading Days after the latestlater of # the delivery to the Company of the Notice of Exercise provided that such Notice of Exercise is received by 12 p.m. EST and three (3) Trading Days for any Notice of Exercise received after 12 p.m. EST, and # the Company’s receipt of payment of the aggregate Exercise Price as set forth above (unlessof the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise, if permitted)exercise procedure specified in Section 2(d) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other Personperson so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)e)(vi) prior to the issuance of such shares,Warrant Shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date (a “Delivery Failure”) could result in economic loss to the Holder. If the Company fails for any reason to credit Holder’s or its designees’ account with DTC or issue and deliver to the Holder such certificate or certificates pursuant to this Section 2(d)(i) by the Warrant Share Delivery Date (a “Delivery Failure”), and if on or after such Warrant Share Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of the Company’s Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or # promptly (but in no event later than five two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of # such number of shares of Common Stock multiplied by # the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. In addition, 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 $10 per Business Day (increasing to $20 per Business Day after the fifth (5th) Business Day) after the Warrant Share Delivery Date for each $1,000 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 2(d)(i) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Holder may revoke all or partCompany shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the relevant Warrant exercise by delivery of a notice to such effect toCommon Stock on the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercisedate of the relevant portionapplicable Notice of this Warrant, except thatExercise), $5 per Trading Day (increasing to $10 per Trading Day on the fifth Trading Day after such liquidated damages described above shall be payable throughbegin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the date notice of revocation or rescission is given to the Company.FAST program so long as this Warrant remains outstanding and exercisable.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted to the Holder by the Transfer Agent to the Holder by crediting the account of the Holder’Holder’s prime broker with Thethe Depository Trust Company through its Deposit or Withdrawal at CustodianAgent Commission (“DWAC”) system (“DWAC”) if the Company is then a participant in such system and either # there is an effective registration statementRegistration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or # this Warrant is being exercised via cashless exercise andthe shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 is available,144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) BusinessTrading Days after the latest of # the delivery to the Company of the Notice of Exercise Form, # surrender of this Warrant (if required), and # payment of the aggregate Exercise Price as set forth above (unless by cashless exercise, if permitted) (such date, the “Warrant“Warrant Share Delivery Date”)Date). The Warrant Shares shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date (a “Delivery Failure”) could result in economic loss to the Holder. If the Company fails for any reason to credit Holder’s or its designees’ account with DTC or issue and deliver to the Holder such certificate or certificates pursuant to this Section 2(d)(i) by the Warrant Share Delivery Date (a “Delivery Failure”), and if on or after such Warrant Share Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of the Company’s Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or # promptly (but in no event later than five two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of # such number of shares of Common Stock multiplied by # the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. In addition, 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 $10 per Business Day (increasing to $20 per Business Day after the fifth (5th) Business Day) after the Warrant Share Delivery Date for each $1,000 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 2(d)(i) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be 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 the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted to the Holder by the Transfer Agent to the Holder by crediting the account of the Holder’Holder’s prime broker with Thethe Depository Trust Company through its Deposit or Withdrawal at CustodianAgent Commission (“DWAC”) system (“DWAC”) if the Company is then a participant in such system and either # there is an effective registration statementRegistration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or # this Warrant is being exercised via cashless exercise andthe shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 is available,144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Businessten (10) Trading Days after the latest of # the delivery to the Company of the Notice of Exercise andForm, or # paymentsurrender of the aggregate Exercise Price as set forth above (unless by cashless exercise, if permitted)this Warrant (if required) (such date, the “Warrant“Warrant Share Delivery Date”Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date (a “Delivery Failure”) could result in economic loss to the Holder. If the Company fails for any reason to credit Holder’s or its designees’ account with DTC or issue and deliver to the Holder such certificate or certificates pursuant to this Section 2(d)(i) by the Warrant Share Delivery Date (a “Delivery Failure”), and if on or after such Warrant Share Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of the Company’s Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or # promptly (but in no event later than five two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of # such number of shares of Common Stock multiplied by # the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. In addition, 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 $10 per Business Day (increasing to $20 per Business Day after the fifth (5th) Business Day) after the Warrant Share Delivery Date for each $1,000 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 2(d)(i) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be 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 the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

DeliveryIn the event of Certificates Upon Exercise. Certificates for shares purchased hereunderany exercise of the rights represented by this Warrant in compliance with this Section 2, the Company shall be transmittedon or before the 3rd Business Day following the date of receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnification undertaking with respect to this Warrant in the Holdercase of its loss, theft or destruction) and the receipt of the representations of the holder specified in Section 6 hereof, if requested by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”(the “Exercise Delivery Documents”) if the Company is then a participant in such system, and either # there is an effective registration statement permitting the issuance ofif the Warrant Shares are subject to or resale ofan effective and current Registration Statement and the Warrant Shares by the Holder or # this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Business Days after the latest of # the delivery to the Company of the Notice of Exercise and # payment of the aggregate Exercise Price as set forth above (unless by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date (a “Delivery Failure”) could result in economic loss to the Holder. If the Company fails for any reason to credit Holder’s or its designees’ account with DTC or issue and deliver to the Holder such certificate or certificates pursuant to this Section 2(d)(i) by the Warrant Share Delivery Date (a “Delivery Failure”), and if on or after such Warrant Share Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of the Company’s Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of theis DTC eligible, credit such aggregate number of shares of Common Stock issuable upon such conversion thatto which the Holder anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies availableholder shall be entitled to the Holder,holder’s or its designee’s balance account with The Depository Trust Company; provided, however, if the holder who submitted the Exercise Notice requested physical delivery of any or all of the Warrant Shares, or, if the Warrant Shares are not subject to an effective and current Registration Statement and the Common Stock is not DTC eligible then the Company shall, within three (3)on or before the 3rd Business Days afterDay following receipt of the Holder’s requestExercise Delivery Documents, issue and surrender to a common carrier for overnight delivery to the address specified in the Holder’s sole discretion, either, atExercise Notice, a certificate, registered in the Holder’s option # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf,name of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTCholder, for the number of shares of Common Stock to which the Holderholder shall be entitled pursuant to such request. The Warrant Shares shall be issued with a legend unless they are subject to an effective and current Registration Statement or they are being transferred pursuant to an exemption from such registration requirements, the availability of which is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or # promptly (but in no event later than five two (2) Business Days following the request by the Holder) honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holderconfirmed in an amount equal to the excess (if any)opinion of the Buy-In Price over the product of # such number of shares of Common Stock multiplied by # the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respectcounsel acceptable to the Company’s failureTransfer Agent. Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) uponin [clause (i) or (ii) above] the conversion of this Note as required pursuant to the terms hereof. In addition, 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 exerciseholder of this Warrant shall be deemed for all corporate purposes to have become the proportionate amountholder of $10 per Business Day (increasing to $20 per Business Day after the fifth (5th) Business Day) after the Warrant Share Delivery Date for each $1,000 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 2(d)(i) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect deliveryrecord of the Warrant Shares bywith respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Share Delivery Date,Exercise Price, the Holder may revoke allClosing Bid Price or partthe arithmetic calculation of the relevant Warrant exercise by delivery of a notice to such effectShares, the Company shall promptly issue to the Company, whereuponholder the Companynumber of Warrant Shares that is not disputed and shall submit the Holder shall each be restored to their respective positions immediately priordisputed determinations or arithmetic calculations to the exerciseholder via facsimile within 1 Business Day of receipt of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.holder’s Exercise Notice.

Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmittedthe appropriate payment to the Holder by the Transfer Agent to the Holder by crediting the accountCompany, if any, of the Holder’s prime broker with The Depository TrustExercise Price for the Delivery Shares, Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participantshall promptly, but in such system and either # there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or # this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise byno case later than the date that is three (3) BusinessTrading Days afterfollowing the latest of #date the deliveryExercise Price is paid to Company (or with respect to a “cashless exercise,” the date that is three (3) Trading Days following the Exercise Date) (the “Delivery Date”), deliver or cause Company’s Transfer Agent to deliver the applicable Delivery Shares electronically via the DWAC system to the Company ofaccount designated by Investor on the Notice of ExerciseExercise. If for any reason Company is not able to so deliver the Delivery Shares via the DWAC system, notwithstanding its best efforts to do so, such shall constitute a breach of this Warrant, and # payment ofCompany shall instead, on or before the aggregate Exercise Price asapplicable date set forth above (unless by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date (a “Delivery Failure”) could result in economic loss to the Holder. If the Company fails for any reason to credit Holder’s or its designees’ account with DTC orthis subsection, issue and deliver to Investor or its broker (as designated in the Holder such certificateNotice of Exercise), via reputable overnight courier, a certificate, registered in the name of Investor or certificates pursuant to this Section 2(d)(i) byits designee, representing the Warrant Share Delivery Date (a “Delivery Failure”), and if on or after such Warrant Share Delivery Date the Holder purchases (in an open market transaction or otherwise) shares of the Company’s Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of theapplicable number of sharesDelivery Shares. For the avoidance of Common Stock issuable upon such conversion that the Holder anticipated receiving from thedoubt, Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either, at the Holder’s option # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the balance account of the Holder or the Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or # promptly (but in no event later than five two (2) Business Days following the request by the Holder) honorhas not met its obligation to so issue and deliver toDelivery Shares within the Holder a certificaterequired timeframe set forth above unless Investor or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee,its broker, as applicable, with DTC forhas actually received the numberDelivery Shares (whether electronically or in certificated form) no later than the close of shares of Common Stock to which the Holder anticipated receiving from the Company and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of # such number of shares of Common Stock multiplied by # the lowest closing sale price or closing bid price (as the case may be) of the Common Stock on any Business Day during the period commencingbusiness on the latest possible delivery date of the applicable Conversion Notice and ending on the date of such issuance and payout under this clause II (the “Buy-In Payment Amount”). Nothing herein or elsewhere shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to timely electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. In addition, as compensationset forth above. Moreover, and notwithstanding anything 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 $10 per Business Day (increasing to $20 per Business Day after the fifth (5th) Business Day) after the Warrant Share Delivery Date for each $1,000 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 2(d)(i)contrary herein or in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder,Transaction Document, in the event Company or its Transfer Agent refuses to deliver any Delivery Shares to Investor on grounds that such issuance is in violation of Rule 144 under the 1933 Act (as defined below) (“Rule 144”), Company fails for any reasonshall deliver or cause its Transfer Agent to effect deliverydeliver the applicable Delivery Shares to Investor with a restricted securities legend, but otherwise in accordance with the provisions of this [Section 2.1(d)]. In conjunction therewith, Company will also deliver to Investor a written opinion from its counsel or its Transfer Agent’s counsel opining as to why the issuance of the Warrantapplicable Delivery 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 the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.violates Rule 144.