Fractional Warrants. Upon the exercise of this Warrant, no fractions of shares of the Common Stock shall be issued; but fractional Warrants shall be delivered, entitling the Holder, upon surrender with other fractional Warrants aggregating one or more full shares of the Common Stock, to purchase such full shares of the Common Stock.

Exercises of Fractional Warrants Not Permitted. Notwithstanding anything to the contrary in this Warrant Agreement, in no event will any Holder be entitled to exercise a number of Warrants that is not a whole number.

Warrants. ​ will issue to the Lender a Warrant to purchase 50,000 shares of ​ common stock. The Warrant will have a term of four years, a strike price of ​ per share, and contain a cashless exercise provision. Notwithstanding any other provision governing the Warrants, the Lender may not exercise these Warrants to the extent that immediately following such exercise the Lender, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”)) more than 9.99% of the then issued and outstanding common stock of ​, including the shares issuable upon such exercise and held by the Lender after such Warrant exercise. For this purpose, a representation by the Lender that following such exercise it would not beneficially own more than 9.99% of the outstanding Common Stock of ​ shall be conclusive and binding upon ​.

Warrants Transferable. Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder may be transferred, in whole or in part, without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant shall have been so endorsed, may be treated by ​, at ​’s option, and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of ​ and notice to the contrary notwithstanding; but until such transfer on such books, ​ may treat the registered owner hereof as the owner for all purposes.

Lost Warrants. Upon receipt of evidence reasonably satisfactory to ​ of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to ​, or in the case of any such mutilation upon surrender and cancellation of such Warrant, ​, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

Warrants Fee. As compensation with respect to a consummated Financing, the Company shall issue to Network 1 or its designees at the closing, warrants with an exercise period of three years (the “Network 1 Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) which equates to 2% of the aggregate amount raised whether directly or via convertible securities, options or warrants (in the case of convertible securities, options, and warrants, the number of shares of common stock into which such convertible securities are convertible or for which such warrants are exercisable in the Financing). If the Securities in the Financing include warrants, the Network 1 Warrants shall have the same terms, including exercise price and registration rights (but including exercise period only if longer than 5 years), as warrants issued in the Financing, except as provided below. However, if the Securities in the Financing do not include warrants, then the Network 1 Warrants shall have an exercise price equal to 110% of the closing price of the day of closing the placement.

Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

Original Issuance of Warrants. On the Initial Issue Date, there will be originally issued an aggregate of Eleven Million Seven Hundred Sixty Thousand (11,760,000) Warrants, which Warrants will be initially registered in the name of the purchaser listed on [Schedule 1] to the Purchase Agreement and in the individual amounts set forth therein.

Rights, Options and Warrants. If the Parent distributes, to all or substantially all holders of Common Stock, rights, options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which [Section 5(e)(i)(3)(A)] will apply) entitling such holders to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas:

Elimination of Fractional Interests. Company shall not be required to issue stock certificates representing fractions of common stock upon the exercise of the Warrant Shares, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the Parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of Warrant Shares.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

• No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.

to the extent constituting a Restricted Payment, the Borrower may make cash payments in lieu of delivering fractional shares of stock of the Borrower in connection with # any dividend, split or combination of its stock or stock equivalents or any Permitted Acquisition (or similar permitted Investment) or # the exercise of warrants, options or other securities convertible into or exchangeable for the stock of the Borrower;

11.7Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, or Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

Section #Fractional Units.

Restricted Payments to allow any Parent Entity to make, or to any Parent Entity for the purpose of paying to any other Parent Entity to make, payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such Person, in connection with any merger, consolidation, amalgamation or other business combination, or in connection with any dividend, distribution or split of Equity Interests;