The Company shall in accordance with such Notice of Exercise, (i) as soon as practicable but not later than three Business Days after the Company shall have received such Notice of Exercise and payment, execute an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“ DTC ”) or a similar organization, or (ii) as soon as practicable but not later than five Business Days after the Company shall have received such Notice of Exercise and payment, execute and deliver or cause to be executed and delivered a certificate or certificates representing, the number of Shares specified in such Notice of Exercise, free of restrictive legends, issued in the name of the Warrant Holder or in such other name or names of any Person or Persons designated in such Notice of Exercise, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case the Company shall record, in book entry, the Shares issuable upon such exercise with appropriate restrictive legend. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Warrant Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available. This Warrant shall be deemed to have been exercised and such Share certificate or certificates, or such book entry or book entries, shall be deemed to have been issued, and the Warrant Holder or other Person or Persons designated in such Notice of Exercise shall be deemed for all purposes to have become a holder of record of Shares, all as of the date that such Notice of Exercise and payment shall have been received by the Company. To the maximum extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject to the terms hereof are not conditioned upon or impaired by any action or inaction by the Warrant Holder to enforce the same, any waiver or consent with respect to any provision hereof, 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 Warrant Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Warrant Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Warrant Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit the Warrant Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates, or record book entries, representing the Warrant Shares issuable upon exercise of the Warrant as required pursuant to the terms hereof.