Exercise Notice and Payment. Subject to the terms, conditions and provisions of the Warrant (including this PST Document WAR incorporated by reference and including without limitation the limitations on exercise set forth in Section 2.3 below), the Warrant may be exercised by the Holder, in whole or in part at any time and from time to time during the Exercise Period up until 11:59 p.m. Eastern (New York) time on the Expiration Date, by (i) delivery to the Company of a written notice, in the form attached hereto as Exhibit A (“Exercise Notice”), of the Holder’s election to exercise its rights under the Warrant to purchase Warrant Shares, and (ii) cash payment to the Company in immediately available funds of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares for which the Warrant is being exercised (“Aggregate Exercise Price”), provided that in lieu of making such cash payment the Holder may instead elect to effect a Cashless Exercise, as defined in and in accordance with Section 2.1(b) below, to the extent permitted under such Section or as otherwise permitted in the Warrant, and (iii) if and only if Book Entry (as defined below) is expressly prohibited under the Warrant, delivery of the original Warrant. Upon delivery of the Exercise Notice, the Holder shall be deemed, to the extent permitted by applicable law, for all corporate purposes to have become the legal and record holder of the Warrant Shares for which the Warrant is being exercised pursuant to such Exercise Notice, irrespective of the date on which stock certificate(s) evidencing such Warrant Shares are actually received by the Holder or

such Warrant Shares are actually credited to the Holder’s brokerage account, as the case may be.

Cashless Exercise. If, at any time after the date on which the Holder may sell any Warrant Shares received upon Cashless Exercise (as defined below) of the Warrant without registration under the Securities Act pursuant to Rule 144, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then the Holder may, in lieu of making the cash payment of the Aggregate Exercise Price upon exercise of the Warrant for the number of Warrant Shares set forth in the Exercise Notice (“Exercised Shares”), elect instead in the Exercise Notice to receive upon such exercise a “Net Number” of Warrant Shares (a “Cashless Exercise”), in which event the Company shall issue to the Holder such Net Number of Warrant Shares as determined according to the following formula and the Holder shall forfeit the remaining Exercised Shares:

NN =

MP

Book Entry. Unless otherwise set forth in the Warrant, the Holder shall not be required to physically surrender and deliver the original Warrant to the Company in order to effect an exercise of the Warrant, and partial exercises of the Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the total number of Warrant Shares purchasable thereunder by an amount equal to the number of Warrant Shares so purchased, as if the original Warrant were cancelled and a new Warrant evidencing the right to purchase the remaining number of Warrant Shares were issued (“Book Entry”). In connection with Book Entry, the Holder and the Company shall maintain records showing the number of Warrant Shares purchased upon exercise of the Warrant and the dates of such purchases (or use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the Warrant upon each

exercise thereof). By acceptance of the Warrant, the Holder acknowledges that, by reason of Book Entry, following exercise of any portion of the Warrant the number of Warrant Shares which may be purchased thereafter upon exercise of the Warrant may be less than the number of Warrant Shares set forth on the face thereof. Upon full exercise of the Warrant, the Holder shall promptly deliver the original Warrant to the Company.

Delivery in T+3. On or before the third (3^rd) Trading Day following the date on which the Company has received the Exercise Notice (“Share Delivery Date”), the Company shall issue and deliver or cause to be issued and delivered a stock certificate to and in the name of the Holder or its designee, dated the date of such exercise (and registered in the Company’s share register), for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise (free of restrictive legends and trading restrictions unless a Registration Statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective and the Warrant Shares are not freely transferable pursuant to Rule 144); provided, however, that if (i) such Warrant Shares are required under the Transaction Documents or otherwise permitted under applicable securities laws to be issued without a restrictive legend, (ii) the Company and its Transfer Agent participate in DTC’s DWAC system, and (iii) the Holder has provided the Company with the name of its (or its designee’s) broker that participates in DTC’s DWAC system, then the Company shall use its best efforts to cause its Transfer Agent to electronically transmit such Warrant Shares to the brokerage account of the Holder (or its designee) by crediting such account through such DWAC system on or prior to the Share Delivery Date.

Failure to Timely Deliver Securities. If the Company fails to issue and deliver (or cause its Transfer Agent to issue and deliver) stock certificate(s) evidencing the Warrant Shares (or transmit such Warrant Shares via DWAC) to the Holder on or prior to the Share Delivery Date following exercise of the Warrant, the Holder may revoke and withdraw its Exercise Notice, in whole or in part, at any time thereafter prior to the Company’s cure of such failure. In addition to any other rights or remedies available to the Holder, including without limitation any right to receive Liquidated Damages provided for in the Securities Purchase Agreement, if (i) the Company fails to issue and deliver (or cause its Transfer Agent to issue and deliver) stock certificate(s) evidencing the Warrant Shares (or transmit such Warrant Shares via DWAC) to the Holder on or prior to the Share Delivery Date following exercise of the Warrant, and (ii) after the Share Delivery Date but prior to the Company’s cure of such failure, the Holder purchases (in an open market transaction or otherwise), or the Holder’s brokerage firm

otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving from the Company upon such exercise (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s request, in the Holder’s sole discretion, either (A) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate(s) (and to issue such Warrant Shares) shall terminate, or (B) promptly honor its obligation to deliver such Warrant Shares to the Holder and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Warrant Shares, multiplied by (y) the VWAP on the date of such exercise of the Warrant. Nothing herein shall limit the Holder’s right to pursue any other rights or remedies available to it under the Warrant or other Transaction Documents, at law or in equity, including without limitation a decree of specific performance with respect to the Company’s obligation to timely deliver Warrant Shares upon exercise of the Warrant as required pursuant to the terms of the Warrant.

Re-Issuance of Warrant. Upon any surrender or delivery to the Company of the Warrant following one or more partial exercises thereof, the Company shall, at its expense and as soon as practicable but in no event later than the Share Delivery Date, issue or cause to be issued a new Warrant (issued in accordance with Section 4.5 below) representing the right to purchase the number of Warrant Shares for which the Warrant is exercisable immediately following such partial exercise(s).

Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of the Warrant, and the Holder shall not have the right to exercise any portion of the Warrant (or otherwise acquire Warrant Shares with respect to the Warrant), to the extent that after giving effect to the issuance of Common Stock upon such exercise (or other issuance), the Holder Group would beneficially own in excess of the Maximum Ownership Percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon such exercise (including for such purpose the shares of Common Stock issuable upon such exercise or issuance) (“Beneficial Ownership Limitation”). For purposes of calculating the Beneficial Ownership Limitation, the number of shares of Common Stock beneficially owned by the Holder Group shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (including without limitation Regulation 13D-G), provided, however, that such beneficial ownership

shall exclude any shares of Common Stock issuable upon conversion, exchange or exercise of (or purchase of Common Stock under) any Convertible Securities or Options outstanding at the time of determination and beneficially owned by the Holder Group which contain a limitation on conversion, exchange, exercise or purchase analogous to the Beneficial Ownership Limitation contained herein. To the extent that the Beneficial Ownership Limitation contained herein applies, the determination of whether and to what extent the Warrant is exercisable (vis-à-vis other Convertible Securities or Options, including without limitation other Warrants, beneficially owned by the Holder Group) shall be on the basis of first submission to the Company for conversion, exchange, exercise or purchase, as the case may be, or as otherwise determined in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether and to what extent the Warrant is exercisable (vis-à-vis such other Convertible Securities or Options), in each case subject to the Beneficial Ownership Limitation. In determining the number of outstanding shares of Common Stock for purposes of calculating the Beneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Periodic Report containing such information, (ii) a more recent public announcement by the Company, or (iii) any other notice or disclosure by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding, and the Holder may rely on knowledge it may have concerning any shares of Common Stock issued which are not reflected in the preceding clauses (i) through (iii) (e.g., issuances to the Holder upon a prior Warrant exercise since the date as of which such number of outstanding shares of Common Stock was reported). Upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 2.3(a) and determined, based on this Section 2.3(a), that the issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section 2.3(a), and the Company shall have no obligation to verify or confirm such determination. No exercise of the Warrant in violation of this Section 2.3(a) but otherwise in accordance with the Warrant shall affect the status of the Warrant Shares as validly issued, fully-paid and nonassessable. By written notice to the Company, the Holder may at any time and from time to time increase or decrease the Maximum Ownership Percentage to any other percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable), provided, however, that (A) any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the

Company, (B) any such increase or decrease shall apply only to the Holder and not to any other holder of Warrants, and (C) the Maximum Ownership Percentage shall not be less than 4.9%. The provisions of this Section 2.3(a) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.3(a) to correct this provision (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Beneficial Ownership Limitation contained in this Section shall apply to a successor Holder of the Warrant. If at any time the Beneficial Ownership Limitation makes the Warrant unexercisable in whole or in part, the Company shall not by reason thereof be relieved of its obligation to issue shares of Common Stock at any time or from time to time thereafter upon exercise of the Warrant as and when shares of Common Stock may be issued in compliance with such limitation.

Principal Market Regulation. If the Warrant is issued in a PIPE Transaction, the Company shall not be obligated to issue any Warrant Shares upon exercise of the Warrant to the extent the issuance of such Warrant Shares would exceed the Holder’s Maximum Share Issuance Allocation then in effect, if any. The terms of the Securities Purchase Agreement (including without limitation Section 4.15 of PST Document GTC incorporated therein by reference) shall govern with respect to any Maximum Share Issuance in effect, including without limitation the Company’s obligation to redeem such amount of the Warrant which cannot be exercised due to such Maximum Share Issuance in accordance with the terms and conditions set forth in the Securities Purchase Agreement, which are incorporated herein by reference.

Valid Issuance. The Company represents, warrants and covenants that all Warrant Shares issued upon exercise of the purchase rights under the Warrant will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Liens, charges, preemptive or similar rights of stockholders, and taxes (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company further represents, warrants and covenants that its issuance of the Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under the Warrant. The Company shall take all such reasonable action as may be necessary or appropriate to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation or any requirements of the Principal Market.

Reservation. So long as the Warrant is outstanding, the Company shall take any and all actions necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrant, at least the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrant then outstanding in full (without regard to any limitations or restrictions on exercise or acquisition of Warrant Shares (e.g., Section 2.3 above) and whether or not the Warrant is then exercisable). Without limiting the foregoing, the terms of the Securities Purchase Agreement (including without limitation Section 5.5 of PST Document GTC or Section 5.1 of PST Document GTC-RD) shall govern with respect to the Company’s obligation to reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under the Warrant, including without limitation the Company’s obligation to compensate the Holder for failure to do so in accordance with the terms and conditions set forth in such Securities Purchase Agreement, which are incorporated herein by reference.

Obligation to Issue Warrant Shares Absolute. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms of the Warrant are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision of any Transaction Document, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligations of the Company to the Holder in connection with the issuance and delivery of Warrant Shares, provided, however, that such issuance and delivery shall not operate as a waiver by the Company of any claims it may have against the Holder or such other Person.

Stock Dividends and Splits. If at any time while the Warrant is outstanding the Company (i) declares or pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock (or securities convertible into or exercisable or exchangeable for capital stock) that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including without limitation by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company (including without limitation in connection with any merger or consolidation), then in each such case the Exercise Price then in effect shall be adjusted by multiplying such Exercise Price by a fraction of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such event, and (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the Record Date for such dividend or distribution, and any adjustment made pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date of such subdivision, combination or reclassification. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 3.1(a), the number of Warrant Shares that may be purchased upon

exercise of the Warrant shall be inversely proportionately increased or decreased, as applicable, so that after such adjustment the Aggregate Exercise Price payable under the Warrant for the adjusted number of Warrant Shares shall be the same as the Aggregate Exercise Price in effect immediately prior to such adjustment.

Pro Rata Distributions. Subject to Section 3.1(c) below, if at any time while the Warrant is outstanding the Company declares or pays any dividend or otherwise distributes any of its assets (including without limitation cash, properties, evidences of indebtedness, securities (including any Options or Convertible Securities but excluding a distribution of Common Stock covered by Section 4.1(a) above or Purchase Rights covered by Section 4.1(c) below) or options or rights to acquire any such assets) (in each case, “Distributed Property”) to all holders of Common Stock pro rata (and not to all Holders in their capacity as holders of Notes), whether by way of dividend, return of capital, spin-off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction,, then in each such case:

the Exercise Price in effect immediately prior to the close of business on the Record Date for such dividend or distribution shall be reduced, effective as of the close of business on such Record Date, to a price determined by multiplying such Exercise Price by a fraction of which (A) the denominator shall be the Market Price on such Record Date, and (B) the numerator shall be such Market Price minus the value of the Distributed Property on such date applicable to one outstanding share of Common Stock, as determined by the Company’s independent certified public accounting firm that regularly examines the financial statements of the Company, subject to dispute resolution as set forth in Section 3.3(b) below; and

the number of Warrant Shares which the Holder may thereafter purchase upon exercise of the Warrant shall be increased to equal a number determined by dividing (A) the Aggregate Exercise Price in effect immediately prior to such adjustment in the Exercise Price pursuant to the immediately preceding clause (i), by (B) the Exercise Price in effect immediately after such adjustment in the Exercise Price pursuant to the immediately preceding clause (i); provided that if the Distributed Property consists of a Subsidiary’s or another company’s shares of common stock which are traded on a national securities exchange or a national automated quotation system (“Other Shares”), then the Holder may elect to receive a warrant to purchase such Other Shares, in lieu of such increase in the number of Warrant Shares, the terms of which shall be identical to those of the Warrant except that such warrant (1) shall be exercisable into the number of Other Shares that would have been payable to the

Holder upon such dividend or distribution had the Holder exercised the Warrant in full (without regard to any limitations on ownership or exercise and regardless of whether the Warrant was then exercisable) immediately prior to such Record Date, and (2) shall have an aggregate exercise price equal to the product of (x) the amount by which the Exercise Price was decreased in accordance with the immediately preceding clause (i), and (y) the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

Rights Offerings Below Market. Notwithstanding Section 3.1(b) above, if at any time while the Warrant is outstanding the Company grants, issues or sells pro rata to all holders of its outstanding shares of Common Stock (and not to all Holders in their capacity as holders of Warrants) any Options, Convertible Securities or other rights (the “Purchase Rights”) entitling them to directly or indirectly subscribe for or purchase shares of Common Stock at an effective price per share less than the Market Price on the Record Date of such grant, issuance or sale, then in each such case:

the Exercise Price in effect immediately prior to the close of business on such Record Date shall be reduced, effective as of the close of business on such Record Date, to a price determined by multiplying such Exercise Price by a fraction of which (A) the numerator shall be the number of shares of Common Stock outstanding as of the close of business on such Record Date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered for subscription or purchase (including and assuming receipt by the Company in full of all consideration payable upon both issuance and exercise of such Purchase Rights) would purchase at such Market Price, and (B) the denominator shall be the number of shares of Common Stock outstanding as of the close of business on such Record Date plus the total number of additional shares of Common Stock so offered for subscription or purchase; and

the number of Warrant Shares which the Holder may thereafter purchase upon exercise of the Warrant shall be increased to equal a number determined by dividing (A) the Aggregate Exercise Price in effect immediately prior to such adjustment in the Exercise Price pursuant to the immediately preceding clause (i), by (B) the Exercise Price in effect immediately after such adjustment in the Exercise Price pursuant to the immediately preceding clause (i).

Fundamental Transactions. If at any time while the Warrant is outstanding a Fundamental Transaction occurs, then the Holder shall have the right thereafter to receive, upon any exercise of the Warrant, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the same amount and kind of securities, cash and property as the Holder would have been entitled to receive upon the occurrence of such Fundamental Transaction if the Holder had been the record holder of one Warrant Share immediately prior to such Fundamental Transaction (without regard to any limitations or restrictions on exercise or acquisition of Warrant Shares (e.g., Section 2.3 above) and whether or not the Warrant was then exercisable) (the “Alternate Consideration”). The Aggregate Exercise Price for the Warrant shall not be affected by such Fundamental Transaction, and the determination of the Exercise Price shall be appropriately and equitably adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction relative to the then Exercise Price. The Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Warrant following such Fundamental Transaction. In case of any such Fundamental Transaction, any successor to the Company, acquirer or surviving entity (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of the Warrant to be performed and observed by the Company and all the obligations and liabilities thereunder (including without limitation any registration rights), subject to such modifications as may be deemed

appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which the Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Article III. At the Holder’s request, any successor to the Company, acquirer or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the Aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor, acquirer or surviving entity to comply with the provisions of this Section 3.1(d) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding anything to the contrary contained herein, if a Fundamental Transaction (i) is an all cash transaction, (ii) constitutes or results in a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act (going private transaction), or (iii) otherwise results in the successor, surviving or acquiring entity not being traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, then upon the written request of the Holder, delivered before the sixtieth (60^th) day after such Fundamental Transaction, the Company (or any such successor, acquirer or surviving entity) shall redeem the Warrant from the Holder for a redemption price, payable in cash within five (5) Business Days after such request (or, if later, on the effective date of such Fundamental Transaction), equal to the value of the Warrant as determined using the Black-Scholes Option Pricing Model via Bloomberg. The provisions of this Section 3.1(d) shall similarly apply to successive Fundamental Transactions.

Securities Issuances. If and whenever during the Anti-Dilution Adjustment Period a Subsequent Issuance (other than an Exempt Issuance) occurs, then the Exercise Price shall be reduced if (and only if), as and on such terms and conditions as may be so set forth in the Warrant (including without limitation any Weighted-Average Anti-Dilution Adjustment, Full Ratchet Anti-Dilution Adjustment or Below-Market Anti-Dilution Adjustment as may be set forth in the Warrant).

Other Events. If at any time while the Warrant is outstanding (i) any event occurs of the type contemplated by the provisions of this Section 3.1 or (ii) the Company otherwise takes any action affecting the Common Stock that would be covered by this Section 3.1 but for the manner in which such action is taken or structured, in each case which event or action may in any way diminish the value of the Warrant but is not expressly provided for by the provisions of this Section 3.1 (including without limitation the granting of stock appreciation rights,

phantom stock rights or other rights with equity features), then the Company’s Board of Directors shall in good faith make an appropriate and equitable adjustment in the Exercise Price and, if the event or action is of the type contemplated by Section 3.1(a), (b) or (c), the number of Warrant Shares, so as to protect the rights of the Holder in the manner contemplated hereunder, provided that no such adjustment pursuant to this Section 3.1(f) shall increase the Exercise Price or decrease the number of Warrant Shares (except to the extent such event or action is analogous to the type contemplated by Section 3.1(a) and such adjustment is appropriate thereunder).

Warrant Deemed Outstanding. If during the period beginning upon the execution of the Securities Purchase Agreement and ending upon the Issuance Date, the Company entered into or effected any stock split, stock dividend or other pro rata distribution to stockholders or any Subsequent Issuance, then solely for purposes of determining any adjustment under this Section 3.1 (including without limitation pursuant to any provision set forth in the Warrant with respect to Section 3.1(e) hereof) as a result of such stock split, stock dividend, pro rata distribution or Subsequent Issuance, the Warrant shall be deemed to have been outstanding at the time of each such stock split, stock dividend, pro rata distribution or Subsequent Issuance.

Voluntary Reduction by Company. The Company may at any time while the Warrant is outstanding reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

Adjustment Not Required. If the Company undertakes a transaction contemplated under this Section 3.1 and as a result takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights or other benefits contemplated under this Section 3.1 and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights or other benefits contemplated under this Section 3.1, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled. No adjustment need be made under this Section 3.1 for a change in the par value of the Common Stock or from par value to no par value or from no par value to par value.

Rounding. All calculations under this Article III (including without limitation pursuant to any provision set forth in the Warrant with respect to Section 3.1(e) hereof) shall be made to the nearest cent or the nearest 1/100th of a share, as applicable, provided that if the Market Price at the time of the calculation is less than (i) $1.00, such calculation shall be made to three decimal places, or (ii) $0.10, such calculation shall be made to four decimal places. For purposes of this Article III (including without limitation pursuant to any provision set forth in the Warrant with respect to Section 3.1(e) hereof), the number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company (e.g., treasury shares) and the disposition of any such shares shall be considered an issue or sale of Common Stock.

Disputes. In the case of any dispute with respect to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to be issued upon exercise of the Warrant, the Company shall promptly issue or cause to be issued to the Holder such number of Warrant Shares that is not disputed and shall transmit an explanation of the disputed determinations or arithmetic calculations to the Holder via email or facsimile as soon as possible, but in no event later than two (2) Business Days after receipt of such Holder’s Exercise Notice or other date of determination. If the Holder and the Company are unable to agree upon the determination of the Exercise Price or arithmetic calculation of the Warrant Shares within two (2) Business Days of such disputed determination or arithmetic calculation being transmitted to the Holder, then the Company shall promptly submit (via email or facsimile) such disputed determination or calculation to a reputable accounting firm to perform the applicable determination or calculation, provided that to the extent that such dispute concerns the determination of fair market value of a security or property, such disputed determination shall be submitted to a reputable investment bank or valuation company, in each case such accounting firm, investment bank or valuation company to be independent of all Parties and selected jointly by the Company and a Majority-in-Interest of the Holders of all Warrants. The determination or calculation of such accounting firm, investment bank and/or valuation company, as the case may be, shall be final and binding upon the Company and all Holders absent manifest error. The Company shall then on the next Business Day issue certificate(s) representing the appropriate number of Warrant Shares in accordance with such accounting firm’s, investment bank’s and/or valuation company’s determination or calculation. The expenses of such accounting firm, investment bank and/or valuation company in making such determination or calculation shall be paid by the Company, unless the Company was correct in its determination or calculation, in which case such expenses

shall be paid by the Holders (pro rata among the Holders based on the Current Allocation Percentage).

Certificate of Adjustments. Upon the occurrence of each adjustment or readjustment of the Exercise Price, the number or kind of Warrant Shares, or the securities, assets or other property issuable upon exercise of the Warrant, whether pursuant to this Article III, the other provisions of the Warrant or other Transaction Documents, applicable law or otherwise, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare and deliver to the Holder a certificate specifically setting forth such adjustment or readjustment, including (i) a statement of the adjusted Exercise Price and/or the adjusted number or kind of Warrant Shares and/or other securities, assets or other property issuable upon exercise of the Warrant (as applicable), (ii) a description of the transactions giving rise to such adjustment or readjustment, (iii) the facts upon which such adjustment or readjustment is based, in reasonable detail, and (iv) the computations by which such adjustment or readjustment was made, provided that the Company shall not include any material non-public information concerning the Company without the prior written consent of the Holder. Any failure to deliver such certificate shall not affect the legality or validity of any such adjustment or readjustment. Upon written request, the Company shall promptly deliver a copy of each such certificate to the Holder and to the Company’s Transfer Agent.

Notice of Corporate Events. If at any time while the Warrant is outstanding:

the Company declares (or otherwise takes a record of the holders of its Common Stock for purposes of granting) a dividend or other distribution on its Common Stock (including without limitation any Distributed Property and any special nonrecurring cash dividend but excluding a cash dividend payable

out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company which is consistent with prior cash dividends of the Company, if any), or the Company declares any redemption of its Common Stock;

the Company grants (or authorizes the granting) to all holders of its Common Stock rights, options or warrants to subscribe for or purchase any evidences of its indebtedness, any shares of capital stock of any class or any other securities or property or rights to receive or purchase any other right;

there shall be, or the Company’s Board of Directors authorizes, any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation, merger or other business combination of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another Person (including without limitation any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property);

the Company authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for, or otherwise becomes subject to, any Fundamental Transaction; or

there shall be pending the voluntary or involuntary, or the Company otherwise authorizes, a dissolution, liquidation or winding up of the affairs of the Company;

Notices to Stockholders. The Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

PIPE Transaction. If the Warrant is issued pursuant to a PIPE Transaction, then (a) the resale of the Warrant Shares shall be subject to registration rights to the extent set forth in the Securities Purchase Agreement, and (b) the Company shall comply with Section 5.4 (Rule 144 Information) of PST Document GTC. By acceptance of the Warrant the Holder acknowledges that pursuant to the Securities Purchase Agreement, the Company has the right to request that the Holder furnish information regarding the Holder and its intended distribution of the Warrant Shares in connection with any such registration.

Registered Direct Offering. If the Warrant is issued pursuant to a Registered Direct Offering, then the terms contained in Section 6.3 (Warrant Shares) of PST

Document GTC-RD regarding registration and notice shall govern in connection the Warrant Shares, which terms are incorporated herein by reference.

General. The Holder shall be entitled to (i) exercise any and all rights and remedies set forth in the Warrant or any other agreement between the Parties, (ii) recover damages by reason of any breach of any provision thereof, and (iii) exercise any and all other rights and remedies granted by law or to which the Holder is entitled in equity. Without limiting the foregoing, except as otherwise provided in the Warrant, any remedy expressly conferred upon the Holder in the Transaction Documents shall not constitute an exclusive remedy and shall be in addition to and not in lieu or limitation of any other rights or remedies the Holder may have at law, in equity or under the terms of the Warrant or other Transaction Documents, and the exercise of any one remedy shall not preclude the exercise of any other remedy. The Holder may withdraw, revoke or suspend its pursuit of any remedy at any time without prejudice prior to its complete recovery as a result of such remedy. No waiver of any breach or default with respect to any provision, condition or requirement of the Warrant shall be deemed to constitute a continuing waiver in the future or a waiver of any subsequent default or a waiver of any breach or default with respect to any other provision, condition or requirement thereof, nor shall any delay by or omission of the Holder in exercising any right

thereunder in any manner impair or prejudice the exercise of any such right.

Specific Performance; Injunction. Without limiting the foregoing, the Holder shall be entitled to (i) specific performance to enforce the terms and conditions of the Warrant and (ii) preliminary and final injunction(s) to prevent or cure any breach (or further breach) of the Warrant, in each case without being required to post a bond or other security or prove actual damages. The Company agrees that monetary damages or any other remedy at law may not be adequate compensation for any loss incurred by reason of any breach by the Company of any obligations or provisions contained in the Warrant and that irreparable damage may occur as a result of any such breach, and, to the fullest extent permitted by law, the Company waives, and agrees not to assert, in any action for specific performance or injunctive relief, any defense that a remedy at law would be adequate.

(Signature must conform in all respects to name

of holder as specified on the face of the Warrant)