Net Number = For purposes of the foregoing formula:
A= the total number of shares with respect to which this Warrant is then being exercised. B = the quotient of (x) the sum of the VWAP of the Common Shares of each of the five (5) Trading Days ending at the close of business on NASDAQ or, if NASDAQ is not the principal U.S. trading market for the Common Shares, then on the principal securities exchange or securities market in the U.S. on which the Common Shares are then traded, immediately prior to the time of exercise as set forth in the applicable Notice of Exercise, divided by (y) five (5). C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. D = as applicable: (i) the Closing Sale Price of the Common Shares on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of ?regular trading hours? (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Shares as of the time of the Holder?s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during ?regular trading hours? on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(a) hereof, or (iii) the
Closing Sale Price of the Common Shares on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 1(a) hereof after the close of ?regular trading hours? on such Trading Day.
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