New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall contain the same Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Conditional Warrants. If Borrower achieves the Interest-Only Extension I Milestone, Borrower shall immediately issue Warrants to Purchase Stock in favor of each Lender or such Lender’s Affiliates, in substantially the forms of Annex I and Annex II attached hereto.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrants. On each of the dates of the Tranche 1 Advance, the Tranche 2 Advance, the Tranche 3 Advance, and any Tranche 4 Advance, Parent shall deliver, in form and substance reasonably acceptable to Agent, an executed original Warrant for such Advance, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated by such Warrant.

Fractional Warrants; Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional Warrants to the Payee upon conversion of this Note, the Maker shall pay to the Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts specified in this Section 5(c), this Note shall be cancelled and void without further action of the Maker or the Payee, and the Maker shall be forever released from all its obligations and liabilities under this Note.

Fractional Warrants. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional Warrants that would otherwise be issuable to Payee upon conversion of this Note, Maker shall pay to Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Warrant not issued pursuant to the previous sentence.

Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate for a fraction of a warrant.

Fractional Warrants. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional Warrants that would otherwise be issuable to Payee upon conversion of this Note, Maker shall pay to Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Warrant not issued pursuant to the previous sentence.

Warrants. At, and subject to the occurrence of, the Closing Date, Borrower shall issue Lenders warrants to purchase an aggregate of 250,000 shares of Common Stock (the “Warrants”) and the Warrants shall be allocated among the Lenders ratably based on the Term Commitment of the Lenders. The Warrants shall be exercisable at an exercise price of $6.57, which is equal to 1.5 times the average closing price of the Borrower’s Common Stock during the 30 trading days prior to the execution of this Agreement. Warrants may be exercised, in whole or in part, at any time until the 6th anniversary of the Closing Date. Borrower will issue each Lender a Warrant certificate in the form attached hereto as [Exhibit B].

Prior to the Initial Payment Time, Seller shall take such actions as it deems necessary or desirable to provide that each Seller Warrant outstanding immediately prior to the Initial Payment Time be cancelled, terminated and extinguished at the Initial Payment Time in exchange for the right to receive the consideration set forth in [Section 2.3(c)(ii)].