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 Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

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.

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 ​.

Additional Warrants. The Company and the ​ hereby consent and agree that # notwithstanding anything to the contrary in [Section 2(a)(ii)] of the Note, Additional Warrants in the full amount of the Remaining Warrant Amount shall be required to be issued by the Sponsor to a designee of the ​ (and any deliverables set forth in [Section 2(a)(ii)(C)] of the Note required in connection with the Additional Warrant Issuance shall be delivered) in connection with making the Subject Loan and # after giving effect to the advance of the Subject Loan, $20,000,000 of the Final $40 Million Committed Amount remains available for future advances of Additional Loans during the Availability Period subject to all terms and conditions set forth in the Note, including the conditions set forth in [Section 2(a)(ii)(A)(2)] of the Note, except that upon the completion of the Additional Warrant Issuance for the entire Remaining Warrant Amount in accordance with the conditions to effectiveness of this Waiver Agreement, the condition to issue Additional Warrants under [Section 2(a)(ii)(C)] shall no longer apply.

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 [[Organization A:Organization]], at [[Organization A:Organization]]’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 [[Organization A:Organization]] and notice to the contrary notwithstanding; but until such transfer on such books, [[Organization A:Organization]] 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.

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.

New Services. After the execution of this Services Agreement and prior to the date that is two months from the date hereof, either Party may request that the other Party provide an additional or different service that is not an Omitted Service and that does not constitute a Service Change (a “New Service”). The other Party shall consider such request in good faith, but nothing in this Services Agreement shall require the other Party to agree to provide such New Service. If the other Party consents to providing the requested New Service, then the Parties shall negotiate in good faith to agree to the terms and conditions upon which such New Service would be added to this Services Agreement, it being agreed that the charges for such New Service should be determined on a basis consistent with the methodology for determining the initial prices provided for herein (as described in Section 2.3).

New Guarantee. To the extent no Guarantee Release Date has occurred on or prior to such date, the Administrative Agent shall have received a New Guarantee executed and delivered by each New Guarantor, substantially in the form of [Exhibit D], together with customary secretary’s certificates, resolutions and legal opinions.