Exhibit 4.1


 


EXECUTION VERSION


 


NEITHER THIS WARRANT NOR THE SECURITIES FOR
WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


 


NUMEREX CORP.


 


WARRANT


 


Warrant No. HC-1Dated: June 7, 2017


 


NUMEREX CORP, a Pennsylvania
corporation (the “Company”), hereby certifies that, for value received, HCP-FVF, LLC or its registered assigns
(the “Holder”), is entitled to purchase from the Company up to a total of 895,944 (subject to adjustment as
provided herein) fully paid and non-assessable shares of common stock, no par value per share (the “Common Stock”),
of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”)
at an exercise price equal to $4.14 per share (as adjusted from time to time as provided in Section 9, the “Exercise
Price”), at any time and from time to time from and after the date hereof (the “Issuance Date”) and
through and including June 7, 2027 (the “Expiration Date”), and subject to the following terms and conditions.
This Warrant (this “Warrant”) is being issued pursuant to Section 3.6 of that certain Note Purchase Agreement,
dated as of the date hereof (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Note
Purchase Agreement”), by and among the Company, the Guarantors (as defined therein) from time to time party thereto,
the Purchasers (as defined therein) from time to time party thereto, and the Holder, as collateral agent for itself and the Purchasers
(in such capacity and together with its successors and assigns, the “Collateral Agent”).


 


1.             Definitions.
In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein shall have
the meanings set forth below:


 


(a)          “Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 




     

     


    

 


(b)          “Change
of Control” means the occurrence of any of the following in one or a series of related transactions: (i) an acquisition
after the Issuance Date by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) under the Exchange
Act) of more than fifty percent (50%) of the voting rights or equity interests in the Company; (ii) a replacement of more
than fifty percent (50%) of the members of the Company’s board of directors that is not approved by those individuals who
are members of the board of directors on the Issuance Date; (iii) a merger or consolidation of the Company or a sale of all
or substantially all of the assets of the Company in one or a series of related transactions, unless following such transaction
or series of transactions, the holders of the Company’s securities prior to the first such transaction continue to hold at
least fifty percent (50%) of the voting rights and equity interests in the surviving entity or acquirer of such assets, as applicable;
(iv) a recapitalization, reorganization or other transaction involving the Company that constitutes or could result in a transfer
of more than fifty percent (50%) of the voting rights or equity interests in the Company; (v) consummation of a “Rule 13e-3
transaction” as defined in Rule 13e-3 under the Exchange Act with respect to the Company; or (vi) the execution by the
Company or its controlling shareholders of an agreement providing for or that will result in any of the foregoing events.


 


(c)          “Closing
Date” means June 7, 2017.


 


(d)          “Closing
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the
Common Stock is then listed or quoted on an Eligible Market or any other national securities exchange, the closing bid price per
share of Common Stock for such date (or the nearest preceding date) on the primary Eligible Market or exchange on which the Common
Stock is then listed or quoted; (b) if the Common Stock is then listed or quoted on the OTC Bulletin Board, the most recent closing
bid price per share of Common Stock so reported; (c) if prices for the Common Stock are then reported in the “Pink Sheets”
published by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the
most recent bid price per share of Common Stock so reported; or (d) in all other cases, the fair market value of a share of
Common Stock as mutually determined by the Company and the Holder in their sole discretion. If the Company and the Holder are unable
to so agree upon the fair market value of a share of Common Stock, then such dispute shall be resolved in accordance with the procedures
in Section 17(f).


 


(e)          “Commission”
means the U.S. Securities and Exchange Commission.


 


(f)           “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for Common Stock.


 


(a)          “Effective Date” means the date that a Registration Statement or Registration Statements covering the Registrable
Securities has been declared effective by the Commission.


 


(b)          “Eligible
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock
Exchange, NYSE Arca or the NYSE MKT (or any successor to any of the foregoing).


 


(c)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 




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(d)          “Excluded
Stock” means the issuance of (i) Common Stock upon the conversion of any Convertible Securities or Options outstanding
as of the Closing Date, pursuant to the terms (including price) of such Convertible Securities or Options, as applicable, as of
the Closing Date, (ii) Common Stock as a dividend on the Common Stock distributed pro rata to the holders thereof, (iii) Options
(and the issuance of Common Stock upon exercise thereof) or restricted stock of the Company to employees, officers, directors or
consultants of the Company pursuant to a stock option plan, restricted stock agreement or other incentive stock plan or pursuant
to any employee benefit plan, in each case as in effect on the Closing Date, (iv) Options (and the issuance of Common Stock upon
exercise thereof) or restricted stock of the Company to employees, officers, directors or consultants of the Company pursuant to
a stock option plan, restricted stock agreement or other incentive stock plan or pursuant to any employee benefit plan, in each
case, if not in effect on the Closing Date, as approved by the Company’s Board of Directors, in an aggregate amount not to
exceed six percent (6%) of the outstanding Common Stock on a fully diluted basis in any 12 month period and (v) the Underlying
Shares.


 


(e)          “Filing
Date” means, with respect to (i) the initial Registration Statement required to be filed pursuant to Section 11(a)(i)
of this Warrant, the ninetieth (90th) day following the Issuance Date and (ii) any additional Registration Statement
required to be filed pursuant to Section 11 of this Warrant, the ninetieth (90th) day following the date thereof.


 


(f)           “Holder
Counsel” means Proskauer Rose LLP.


 


(g)          “Losses”
means any and all damages, fines, penalties, deficiencies, liabilities, claims, losses (including loss of value), judgments, awards,
settlements, taxes, actions, obligations and costs and expenses in connection therewith (including, without limitation, interest,
court costs and fees and expenses of attorneys, accountants and other experts, or any other expenses of litigation or other Proceedings
or of any default or assessment).


 


(h)          “Options”
means any rights, warrants or options to, directly or indirectly, subscribe for or purchase Common Stock or Convertible Securities.


 


(a)          “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity
of any kind.


 


(b)          “Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition).


 


(c)          “Prospectus”
means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the
Prospectus including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 




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(d)          “Registrable
Securities” means the Warrant Shares (including any Warrant Shares issuable pursuant to the anti-dilution provisions
hereof), together with any securities issued or issuable in exchange for the Warrant Shares or upon any stock split, dividend or
other distribution, recapitalization or similar event with respect to the foregoing.


 


(e)          “Registration
Statement” means the initial registration statement required to be filed under Section 11(a)(i) of this Warrant
and any additional registration statements contemplated by Section 11 of this Warrant, including (in each case) the Prospectus,
amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits
thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


(f)          “Required
Effectiveness Date” means with respect to (i) the initial Registration Statement required pursuant to Section 11(a)(i)
of this Warrant, the one hundred eightieth (180th) day following the Issuance Date and (ii) any additional Registration
Statement required pursuant to Section 11 of this Warrant, the 180th day following the date thereof; provided,
however, in the event the Company is notified by the Commission that the Registration Statement will not be reviewed or
is no longer subject to further review and comments, the Required Effectiveness Date as to such Registration Statement shall be
the fifth (5th) Trading Day following the date on which the Company is so notified if such date precedes the dates required
above.


 


(g)          “Rule
144,” “Rule 415,” and “Rule 424” means Rule 144, Rule 415 and Rule 424, respectively,
promulgated by the Commission pursuant to the Securities Act, as such Rules may be amended from time to time, or any similar rule
or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


(h)          “Securities
Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


(i)          “Trading
Day” means (a) any day on which the Common Stock is listed or quoted and traded on its primary Trading Market, or
(b) if the Common Stock is not then listed or quoted and traded on any Trading Market, then any Business Day.


 


(j)          “Trading
Market” means The NASDAQ Global Select Market or any other primary Eligible Market or national securities exchange on
which the Common Stock is then listed or quoted.


 


(k)          “Underlying
Shares” means the shares of Common Stock issued or issuable upon exercise of the Warrants, and any securities issued
or issuable in exchange for or in respect of such securities.


 


(l)          
“VWAP” means, on any particular Trading Day or for any particular period, the volume weighted average trading
price per share of Common Stock on such Trading Day or for such particular period on the Eligible Market on which the Common Stock
is then traded as reported by Bloomberg L.P., through its “Volume at Price” functions, or any successor performing
similar functions, or, if the foregoing does not apply, the average of the highest Closing Price and the lowest closing ask price
of the Common Stock on the OTC Bulletin Board or, if none of the foregoing applies, the average of the highest Closing Price and
the lowest closing ask price of the Common Stock of any of the market makers for the Common Stock as reported in the “pink
sheets” by OTC Markets Group Inc.; provided, however, that during any period the VWAP is being determined, the VWAP
shall be subject to adjustment from time to time for stock splits, stock dividends, combinations and similar events as applicable.


 




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2.             Registration
of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


3.             Registration
of Transfers. This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the
Holder hereof; provided, however, that the transferee shall agree in writing to be bound by the terms and subject to the conditions
of this Warrant. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant
(any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.


 


4.             Exercise
and Duration of Warrants.


 


(a)          Subject
to the limitations set forth in Section 12 hereof, this Warrant shall be exercisable by the registered Holder at any time
and from time to time on or after the Issuance Date to and including the Expiration Date. At 6:30 P.M., New York City time on the
Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value; provided that,
if the Current Market Price on the Expiration Date exceeds the Exercise Price on the Expiration Date, then this Warrant shall be
deemed to have been exercised in full (to the extent not previously exercised, and subject to the limitations set forth in Section
12 hereof) on a “cashless exercise” basis at 6:30 P.M. New York City time on the Expiration Date. Notwithstanding
anything to the contrary herein, the Expiration Date shall be extended for each day following the Effective Date that the Registration
Statement is not effective. For U.S. federal income tax purposes, each Holder and the Company shall treat any "cashless exercise"
as a reorganization under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, unless otherwise required by the
IRS or a court.


 




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(b)          A
Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the “Exercise
Notice”), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant
Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated
in the Exercise Notice), and the date such items are delivered to the Company (as determined in accordance with the notice provisions
hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to
effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original
Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. The Holder shall
deliver the original Warrant to the Company within thirty (30) days after the full exercise of this Warrant, provided, that
the Holder’s failure to so deliver the original Warrant shall not affect the validity of such exercise or any of the Company’s
obligations under this Warrant and the Company’s sole remedy for the Holder’s failure to deliver the original Warrant
shall be to obtain an affidavit of lost warrant from the Holder.


 


5.             Delivery
of Warrant Shares.


 


(a)          Subject
to Section 5(c) below and the limitations set forth in Section 12, upon exercise of this Warrant, the Company shall
promptly (but in no event later than three (3) Trading Days after the Exercise Date) credit the Holder’s balance account
with DTC for the Warrant Shares issuable upon such exercise or at the Holder’s option issue or cause to be issued and cause
to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate
for the Warrant Shares issuable upon such exercise, in either case, free of restrictive legends 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 without volume restrictions pursuant to Rule 144. The Holder, or any Person so designated
by the Holder to receive Warrant Shares, shall be deemed to have become holder of record of such Warrant Shares as of the Exercise
Date. If within three (3) Trading Days after the Exercise Date, the Company shall fail to credit the Holder’s balance account
with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder or at the
Holder’s option issue and deliver a certificate to the Holder and register such Warrant Shares on the Company’s share
register, then, in addition to the rights set forth in Section 5(c) below and the right to obtain specific performance, the Company
shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such Warrant Shares
is not timely effected an amount equal to one percent (1%) of the product of (A) the aggregate number of Warrant Shares not issued
to the Holder on a timely basis and to which the Holder is entitled and (B) the Closing Price of the Common Stock on the Trading
Day immediately preceding the last possible date on which the Company could have issued such Warrant Shares to the Holder without
violating Section 5(a).


 


(b)          Subject
to Section 5(c) below and the limitations set forth in Section 12 hereof, this Warrant is exercisable, either in
its entirety or, from time to time, for a portion of the number of Warrant Shares. Upon surrender of this Warrant following one
or more partial exercises, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares.


 




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(c)          In
addition to any other rights available to a Holder, if the Company fails to credit the Holder’s balance account with DTC
for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder or at the Holder’s
option deliver or cause to be delivered to the Holder a certificate representing Warrant Shares by the third (3rd) Trading
Day after the Exercise Date, and if after such third (3rd) Trading Day the Holder purchases (in an open market transaction
or otherwise) 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 (a “Buy-In”), then the Company shall, at the option of the Holder (in its sole discretion),
either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased by the Holder (the “Buy-In Price”), at which point the Company’s
obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation
to credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the
Holder’s exercise hereunder or at the Holder’s option deliver to the Holder a certificate or certificates representing
such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of
(A) such number of Warrant Shares, times (B) the Closing Price on the date such crediting of the Holder’s balance account
with DTC should have occurred hereunder or such certificate should have been delivered hereunder.


 


(d)          The
Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof
(including, but not limited to the proper exercise of this 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 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 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
obligation of the Company to the Holder in connection with the issuance of Warrant Shares (other than such limitations contemplated
by this Warrant). Nothing herein shall limit the Holder’s right to pursue a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise
of the Warrant as required pursuant to the terms hereof.


 


(e)          Each
certificate for Warrant Shares shall bear a restrictive legend only if (i) there is not then an effective Registration Statement
covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder and (ii) the Warrant Shares
are not freely transferable without volume restrictions pursuant to Rule 144; provided, that, no such restrictive legend shall
be required if, in the opinion of counsel for the Holder (which opinion shall be reasonably satisfactory to counsel for the Company)
or the Company, the securities represented thereby are not, at such time, required by law to bear such legend.


 


6.             Charges,
Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be
made without charge (other than any applicable income taxes) to the Holder for any issue or transfer tax transfer agent fee or
other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the
Company; provided, however, that the Company shall not be required to pay any tax or governmental charge that may be payable in
respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that
of the Holder or an affiliate thereof and the Company shall not be required to issue or deliver such certificates unless or until
the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or governmental charge
or shall have established to the satisfaction of the Company that such tax or governmental charge has been paid.


 




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7.             Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity,
if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and
procedures as the Company may prescribe.


 


8.             Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this
entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable. The Company will take all such action as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without violation by the Company of any applicable law or regulation, or
of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed.


 


9.             Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)          Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a
smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding immediately before such event and of which 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 the determination of stockholders entitled to receive such dividend
or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after
the effective date of such subdivision or combination.


 




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(b)          Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to holders of Common Stock (and
not to all Holders of Warrants in respect of their ownership thereof) (i) evidences of its indebtedness, (ii) any security (other
than a distribution of Common Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe for or purchase
any security, or (iv) cash or any other asset (in each case, “Distributed Property”), then in each such case
the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such
distribution shall be adjusted (effective on such record date) to equal the product of such Exercise Price times a fraction of
which the denominator shall be the average of the Closing Prices for the five (5) Trading Days immediately prior to (but not including)
such record date and of which the numerator shall be such average less the then fair market value of the Distributed Property distributed
in respect of one (1) outstanding share of Common Stock, as determined by the Company’s independent certified public accountants
that regularly examine the financial statements of the Company (an “Appraiser”). In such event, the Holder,
after receipt of the determination by the Appraiser, shall have the right to select an additional appraiser (which shall be a nationally
recognized accounting firm), in which case such fair market value shall be deemed to equal the average of the values determined
by each of the Appraiser and such appraiser. As an alternative to the foregoing adjustment to the Exercise Price, at the request
of the Holder delivered before the 90th day after such record date, the Company will deliver to such Holder, within
five (5) Trading Days after such request (or, if later, on the effective date of such distribution), the Distributed Property that
such Holder would have been entitled to receive in respect of the Warrant Shares for which this Warrant could have been exercised
immediately prior to such record date. If such Distributed Property is not delivered to a Holder pursuant to the preceding sentence,
then upon expiration of or any exercise of the Warrant that occurs after such record date, such Holder shall remain entitled to
receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if applicable), such Distributed Property.


 


(c)          Fundamental
Transactions. If, at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation of the
Company with or into another Person, (ii) the Company effects any sale of (y) assets responsible for 35% or more of the Company’s
revenue for the four most recently completed fiscal quarters immediately preceding such sale or (z) the sale of assets for aggregate
consideration equal to 35% or more of the Company’s equity market capitalization on the day prior to the announcement of
such sale, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders
of at least 50% of the Common Stock (excluding any shares held by the Person(s) making such tender or exchange offer) tender or
exchange their shares for other securities, cash or property, (iv) the Company effects any reclassification of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a)
above), or (v) there is a Change of Control (in any such case, a “Fundamental Transaction”), then the Holder
shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property
as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior
to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon such exercise of this Warrant (the
“Alternate Consideration”). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental
Transaction, but the Company shall apportion such aggregate 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 this Warrant. The Company shall notify the Holder,
in writing, of such Fundamental Transaction at least five (5) days prior to the closing of such Fundamental Transaction (the “Fundamental
Transaction Notice”), which written notice shall describe the economic terms of the Fundamental Transaction (including
the Alternate Consideration issuable upon exercise of this Warrant). In the event of a Fundamental Transaction, the Company or
the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that:


 




    	 	9	 



     


    

 


(x)          this
Warrant shall thereafter entitle the Holder to purchase the Alternate Consideration in accordance with this Section 9(c),


 


(y)          in
the case of any such successor or purchasing Person, upon such consolidation, merger, statutory exchange, combination, sale or
conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all
of the Company’s obligations under this Warrant, and


 


(z)          if
registration or qualification is required under the Exchange Act or applicable state law for the public resale by the Holder of
shares of stock and other securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed
prior to such reclassification, change, consolidation, merger, statutory exchange, combination or sale.


 


If, in the case of any
Fundamental Transaction, the Alternate Consideration includes shares of stock, other securities, other property or assets of a
Person other than the Company or any such successor or purchasing Person, as the case may be, in such Fundamental Transaction,
then such written agreement shall also be executed by such other Person and shall contain such additional provisions to protect
the interests of the Holder as the Company’s board of directors shall reasonably consider necessary by reason of the foregoing.
At the Holder’s request, any successor to the Company 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 or surviving entity to comply with the provisions of this
paragraph (c) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.


 


Notwithstanding the foregoing
paragraph or anything contained herein to the contrary, in the event of a Fundamental Transaction, at the request of the Holder
delivered on or before the later to occur of (y) the end of the fifth day following Holder’s receipt of the Fundamental Transaction
Notice and (z) the closing of the Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase
this Warrant from the Holder for a purchase price, payable in cash within five (5) Trading Days after such request, equal to the
sum of (1) the greater of (A) the Original Issuance Value (as such term is defined in Exhibit A) in respect of the remaining
unexercised portion of this Warrant and (B) the Black-Scholes value of the remaining unexercised portion of this Warrant on the
date of the consummation of the Fundamental Transaction, without regard to any limitations on the exercise hereof (including the
inability of the Holder to exercise the Warrant following a Fundamental Transaction) and as determined in accordance with Exhibit
A attached hereto and (2) any Distributed Property in accordance with the last sentence of Section 9(b) above.


 




    	 	10	 



     


    

 


(d)          Subsequent
Equity Sales.


 


(i)              If,


 


A.           At
any time prior to the second anniversary of the Closing Date while this Warrant is outstanding the Company or any subsidiary issues
additional shares of Common Stock, Convertible Securities or Options (collectively, “Common Stock Equivalents”)
at an effective price to the Company (net of any rebates, discounts, fees, commissions or expenses, other than customary expenses)
per share of Common Stock (the “Effective Price”) less than the Exercise Price
(as adjusted hereunder to such date), then, the Exercise Price shall be reduced to a price determined by multiplying the Exercise
Price by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately
prior to such issuance multiplied by the Exercise Price, plus (B) the Effective Price multiplied by the number of Common Stock
Equivalents so issued, and the denominator of which shall be the product of (1) the sum of (A) the total number of shares
of Common Stock outstanding immediately prior to such issuance plus (B) the number of Common Stock Equivalents so issued multiplied
by (2) the Exercise Price.


 


B.           At
any time on or after the second anniversary of the Closing Date while this Warrant is outstanding, the Company or any subsidiary
issues any Common Stock Equivalents at an Effective Price less than the Exercise Price (as adjusted hereunder to such date), then
the Exercise Price shall be reduced to equal the Effective Price.


 


If any issuance shall require
an adjustment to the Exercise Price pursuant to the foregoing provisions of this Section 9(d), including by operation of paragraph
(A) or (B) above, then, effective at the time such adjustment is made, the number of shares of Common Stock subject to purchase
upon exercise of this Warrant shall be increased to a number determined by multiplying the number of such shares subject to purchase
immediately before such adjustment by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior
to such event and the denominator of which shall be the Exercise Price as adjusted in accordance with this Section 9(d). The provisions
of this Section 9(d), including by operation of paragraph (A) or (B) above, shall not operate to increase the Exercise Price or
reduce the number of shares of Common Stock subject to purchase upon exercise of this Warrant and shall not cause the number of
Warrant Shares issuable hereunder to be less than as provided in 9(e). For purposes of this paragraph, in connection with any issuance
of any Common Stock Equivalents, (A) the maximum number of shares of Common Stock potentially issuable at any time upon conversion,
exercise or exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed to be outstanding
upon issuance of such Common Stock Equivalents, (B) the Effective Price applicable to such Common Stock shall equal the minimum
dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange
them into Common Stock (net of any rebates, discounts, fees, commissions and expenses, other than customary expenses), divided
by the Deemed Number, and (C) no further adjustment shall be made to the Exercise Price upon the actual issuance of Common Stock
upon conversion, exercise or exchange of such Common Stock Equivalents.


 




    	 	11	 



     


    

 


(ii)            If,
at any time while this Warrant is outstanding, the Company directly or indirectly issues Common Stock Equivalents with an Effective
Price or a number of underlying shares that floats or resets or otherwise varies or is subject to adjustment based (directly or
indirectly) on market prices of the Common Stock (a “Floating Price Security”), then for purposes of applying
the preceding paragraph in connection with any subsequent exercise, the Effective Price will be determined separately on each Exercise
Date and will be deemed to equal the lowest Effective Price at which any holder of such Floating Price Security is entitled to
acquire Common Stock on such Exercise Date (regardless of whether any such holder actually acquires any shares on such date).


 


(iii)           The
Company shall not issue any Common Stock Equivalents at an Effective Price less than the Exercise Price (as adjusted hereunder
to such date) unless prior to such issuance the Company shall have obtained all necessary shareholder and other approvals required
for the Exercise Price under this Warrant to be reduced to such Effective Price and for sufficient Warrant Shares to be reserved
for issuance upon exercise of this Warrant.


 


(iv)           Notwithstanding
the foregoing, no adjustment will be made under this paragraph (d) in respect of any issuances of Common Stock or Common Stock
Equivalents made pursuant to the definition of Excluded Stock.


 


(e)          Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraphs (a), (b) or (d) of this
Section, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(f)          Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.
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, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(g)          Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including
a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise
of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon
which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the
Holder and to the Company’s transfer agent.


 




    	 	12	 



     


    

 


(h)          Notice
of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any
capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for a Fundamental Transaction, or (iii) authorizes the voluntary dissolution, liquidation or winding up of
the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions
of such transaction, at least twenty (20) calendar days prior to the applicable record or effective date on which a Person would
need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps
reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such
time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice
or any defect therein shall not affect the validity of the corporate action required to be described in such notice.


 


10.           Payment
of Exercise Price. The Holder, at its election, may either pay the Exercise Price in immediately available funds, or satisfy
its obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company shall issue to the
Holder the number of Warrant Shares determined as follows:


 


	 	X = Y [(A-B)/A]
	where:	 
	 	X = the number of Warrant Shares to be issued to the Holder.
	 	 
	 	Y = the number of Warrant Shares with respect to which this Warrant is being exercised.
	 	 
	 	A = the Current Market Price (as of the date of
    such calculation) of one share of Common Stock.
	 	 
	 	B = the Exercise Price (as adjusted to the date of such calculation).


 


For purposes of this Warrant,
the “Current Market Price” of one share of the Company’s Common Stock as of a particular date shall be
determined as follows: (a) if traded on a national securities exchange (including the Nasdaq Stock Market), the Current Market
Price shall be deemed to be the arithmetic average of the VWAPs for the ten (10) consecutive Trading Days immediately preceding
the applicable date; (b) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed
to be the average of the closing bid and asked prices as of ten (10) Business Days immediately prior to the date of exercise indicated
in the Notice of Exercise; and (c) if there is no active public market, the Current Market Price shall be the fair market value
of a share of Common Stock as mutually determined by the Company and the Holder. If the Company and the Holder are unable to so
agree upon the fair market value of a share of Common Stock, then such dispute shall be resolved in accordance with the procedures
in Section 17(f).


 




    	 	13	 



     


    

 


For purposes of Rule 144
(as in effect on the Issuance Date), it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise
transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed
to have commenced, on the Issuance Date.


 


11.           Registration
Rights.


 


(a)          Resale
Registration.


 


(i)              As
promptly as reasonably possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the Commission
a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration
Statement, then the Company shall not be obligated to include such Registrable Securities in such Registration Statement but the
Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities
not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date
which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made.
The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan
of Distribution”, substantially as attached hereto as Exhibit B. In the event the Form S-3 is not available for the
registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable
Securities on another appropriate form in accordance herewith as the Holder may consent and (ii) attempt to register the Registrable
Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration
Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared
effective by the Commission.


 


(ii)             The
Company shall use reasonable best efforts to cause the Registration Statement to be declared effective by the Commission as promptly
as reasonable possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use reasonable
best efforts to keep the Registration Statement continuously effective under the Securities Act until the earliest of (i) the fifth
(5th) anniversary of the Effective Date, (ii) such time as all of the Registrable Securities may be sold to the public pursuant
to Rule 144 without any volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with
the current public information requirement under Rule 144(c)(1), or (iii) such time as all Registrable Securities covered by such
Registration Statement have been sold publicly (the “Effectiveness Period”).


 


(iii)            The
Company shall notify the Holder in writing promptly (and in any event within one Business Day) after receiving notification from
the Commission that the Registration Statement has been declared effective.


 




    	 	14	 



     


    

 


(iv)            Except
as contemplated by section 1.7 of the Warrant to Purchase Stock, dated March 31, 2017, issued by the Company to Kenneth Rainin
Foundation, the Company shall not, prior to the Effective Date of the Registration Statement, prepare and file with the Commission
a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of
its equity securities (other than a Registration Statement on Form S-8).


 


(v)             If
the Company issues to the Holder any Common Stock pursuant to the Warrant that is not included in the initial Registration Statement,
then the Company shall file an additional Registration Statement covering such number of shares of Common Stock on or prior to
the Filing Date and shall use reasonable best efforts to cause such additional Registration Statement to become effective by the
Commission by the Required Effectiveness Date.


 


(b)          Registration
Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:


 


(i)              Not
less than four (4) Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement
thereto (other than any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall
furnish to the Holder and Holder Counsel copies of all such documents proposed to be filed and shall reasonably consider any comments
thereto from the Holder and Holder Counsel. The Company shall not file a Registration Statement or any such Prospectus or any amendments
or supplements thereto to which Holder shall reasonably object.


 


(ii)             (w)
Prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the Registrable Securities; (x) cause the related Prospectus
to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424; (y) respond reasonably promptly, to any comments received from the Commission with respect to the Registration Statement
or any amendment thereto and as promptly as reasonably possible provide the Holder true and complete copies of all correspondence
from and to the Commission relating to the Registration Statement; provided, however, the Company will not be required to provide
copies of any correspondence that would result in the disclosure to the Holder of material and non-public information concerning
the Company unless the Holder has executed a confidentiality agreement with the Company; and (z) comply in all material respects
with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered
by the Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holder
thereof set forth in the Registration Statement as so amended or in such Prospectus as so supplemented.


 




    	 	15	 



     


    

 


(iii)            Notify
the Holder and Holder Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in
writing no later than one Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether
there will be a “review” of any Registration Statement; (ii) the Commission comments in writing on any Registration
Statement (in which case the Company shall deliver to the Holder a copy of such comments and of all written responses thereto;
provided, however, the Company will not be required to provide copies of any responses that would result in the disclosure
to the Holder of material and non-public information concerning the Company unless the Holder has executed a confidentiality agreement
with the Company); (iii) any Registration Statement or any post-effective amendment is declared effective; (iv) the Commission
or any other federal or state governmental authority requests any amendment or supplement to any Registration Statement or Prospectus
or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of any
Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the
qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or
threat of any Proceeding for such purpose; or (vii) the financial statements included or incorporated by reference in any Registration
Statement become ineligible for inclusion or incorporation therein or any statement made in any Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision
to a Registration Statement, Prospectus or other document is required so that it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.


 


(iv)            Use
reasonable best efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness
of any Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, as soon as practicable.


 


(v)             Furnish
or make available to the Holder and Holder Counsel, without charge, at least one conformed copy of each Registration Statement
and each amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be
incorporated therein by reference, and all exhibits, unless requested in writing by the Holder or Holder Counsel), and such other
documents, as the Holder or Holder Counsel may reasonably request, promptly after the filing of such documents with the Commission.


 


(vi)            Promptly
deliver to the Holder and Holder Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form
of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. Subject to Section 11(e), the Company
hereby consents to the use of such Prospectus and each amendment or supplement thereto by the Holder in connection with the offering
and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.


 




    	 	16	 



     


    

 


(vii)           (i)
Prepare and timely file with each Trading Market an additional shares listing application covering all of the Registrable Securities;
(ii) use reasonable best efforts to cause such Registrable Securities to be approved for listing on each Trading Market as soon
as practicable thereafter; (iii) provide to the Holder evidence of such listing; and (iv) use reasonable best efforts to maintain
the listing of such Registrable Securities on each such Trading Market or another Eligible Market.


 


(viii)          Prior
to any public offering of Registrable Securities, use reasonable best efforts to register or qualify or cooperate with the Holder
and Holder Counsel in connection with the registration or qualification (or exemption from such registration or qualification)
of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United
States as the Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during
the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions
of the Registrable Securities covered by a Registration Statement.


 


(ix)            Cooperate
with the Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered
to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by this Warrant,
of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names
as the Holder may request.


 


(x)             Upon
the occurrence of any event described in clause (vii) of Section 11(b)(iii) of this Warrant, as promptly as reasonably possible,
prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statement or a supplement
to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.


 


(c)          Registration
Expenses. The Company shall pay (or reimburse the Holder for) all fees and expenses incident to the performance of or compliance
with this Section 11 by the Company, including without limitation (a) all registration and filing fees and expenses, including
without limitation those related to filings with the Commission, any Trading Market and in connection with applicable state securities
or Blue Sky laws, (b) printing expenses (including without limitation expenses of printing certificates for Registrable Securities
and of printing prospectuses requested by the Holder), (c) messenger, telephone and delivery expenses, (d) fees and disbursements
of counsel for the Company and the reasonable, actual fees and disbursements of the Holder Counsel up to $25,000, (e) fees and
expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this
Section 11, and (f) all listing fees to be paid by the Company to the Trading Market. Discounts, concessions, commissions
and similar selling expenses, if any, payable to an underwriter and specifically attributable to the sale of Registrable Securities
by the Holder will be borne by the Holder.


 




    	 	17	 



     


    

 


(d)          Indemnification.


 


(i)              Indemnification
by the Company. The Company shall indemnify and hold harmless the Holder, the officers, directors, employees and partners of
the Holder, each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
the Holder and the officers, directors, employees and partners of each such controlling person, each underwriter (including any
Holder that is deemed to be an underwriter pursuant to any SEC comments or policies), if any, and each Person who controls (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, to the fullest extent permitted
by applicable law, from and against any and all Losses, as incurred, arising out of or relating to any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment
or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the
extent, but only to the extent, that (i) such untrue statements, alleged untrue statements, omissions or alleged omissions are
based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein,
or to the extent that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable
Securities contained in Exhibit B or was reviewed and expressly approved in writing by the Holder expressly for use in the
Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case
of an occurrence of an event of the type specified in clauses (v)-(vii) of Section 11(b)(iii) of this Warrant, the use by
the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated
or defective and prior to the receipt by the Holder of the Advice contemplated in Section 11(e) of this Warrant.


 


(ii)             Indemnification
by the Holder. The Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers
and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers or employees of such controlling Persons, to the fullest extent permitted by applicable
law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal
or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus,
or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the
extent, that (i) such untrue statement or omission is based solely upon information regarding the Holder furnished in writing to
the Company by the Holder expressly for use in such Registration Statement or Prospectus, or to the extent that such information
relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities contained in Exhibit B
or such other method of distribution that was reviewed and expressly approved in writing by the Holder expressly for use in the
Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case
of an occurrence of an event of the type specified in clauses (v)-(vii) of Section 11(b)(iii) of this Warrant, the use by
the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated
or defective and prior to the receipt by the Holder of the Advice contemplated in Section 11(e) of this Warrant. In no event
shall the liability of the Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder
upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud or willful
misconduct by the Holder.


 




    	 	18	 



     


    

 


(iii)            Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Section 11, except (and only) to the extent that it
shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have actually and materially prejudiced the Indemnifying Party.


 


An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party
has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party shall have failed promptly to assume the defense
of such Proceeding or to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the
Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to
represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not
be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement
of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 




    	 	19	 



     


    

 


All fees and expenses
of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing
to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred,
within ten (10) Trading Days of written notice thereof to the Indemnifying Party (provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that
such Indemnified Party is not entitled to indemnification hereunder).


 


(iv)            Contribution.
If a claim for indemnification under Section 11(d)(i) or (ii) is unavailable to an Indemnified Party (by reason of
public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to
the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or
relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a
party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 11(d)(iii),
any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to
the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section
was available to such party in accordance with its terms.


 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 11(d)(iv) were determined by pro
rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding the provisions of this Section 11(d)(iv), the Holder shall not be required
to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by the Holder from
the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that the Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.


 




    	 	20	 



     


    

 


The indemnity and
contribution agreements contained in this Section 11 are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties.


 


(e)          Dispositions.
The Holder agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection
with sales of Registrable Securities pursuant to the Registration Statement. The Holder further agrees that, upon receipt of a
notice from the Company of the occurrence of any event of the kind described in clauses (v)-(vii) of Section 11(b)(iii),
the Holder will discontinue disposition of such Registrable Securities under the Registration Statement until the Holder’s
receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 11(b)(x),
or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may
be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed
to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to
enforce the provisions of this paragraph.


 


(f)          No
Piggyback on Registrations. Except with the prior written consent of the Holder or as permitted by Section 11(g) below,
neither the Company nor any of its security holders may include securities of the Company in the Registration Statement other than
the Registrable Securities, and the Company shall not (i) during the Effectiveness Period enter into any agreement providing any
such right to any of its security holders to be included in the Registration Statement for the Registrable Securities or (ii) prior
to the effective date of the initial Registration Statement required pursuant to Section 11(a)(i) of this Warrant,
register securities of the Company for the account of any third party.


 


(g)          Piggy-Back
Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all
of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with stock option or other employee benefit plans, then the Company shall send to the Holder written notice of such determination
and if, within fifteen (15) days after receipt of such notice, the Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities the Holder requests to be registered, subject to
customary underwriter cutbacks applied on a pro rata basis to all holders of registration rights.


 




    	 	21	 



     


    

 


12.           Limitation
on Exercise.


 


(i)              Subject
to Section 12(ii), the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant
(or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance),
the total number of shares of Common Stock then beneficially owned by the Holder and its affiliates and any other Persons whose
beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the
shares of Common Stock issuable upon such conversion) (the “Threshold Percentage”). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.


 


(ii)             Notwithstanding
the provisions of Section 12(i), the Holder shall have the right at any time and from time to time, to waive the provisions
of this Section insofar as they relate to the Threshold Percentage or to increase its Threshold Percentage (but not in excess of
9.999% (or such lower percentage if Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute
or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.999%)) by written
instrument delivered to the Company, but any such waiver or increase will not be effective until the 61st day after such notice
is delivered to the Company.


 


13.           Fractional
Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this
Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon exercise of this
Warrant, the number of Warrant Shares to be issued will be rounded up to the nearest whole share or right to purchase the nearest
whole share, as the case may be.


 


14.           Notices.
Any and all notices or other communications or deliveries hereunder (including without limitation any Exercise Notice) shall be
in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section prior to 6:30 p.m. (New York City time) on a Trading
Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any
Trading Day, (iii) the Trading Day following the date of mailing, if sent by a nationally recognized overnight courier service
specifying next Business Day delivery, or (iv) upon actual receipt by the party to whom such notice is required to be given, if
by hand delivery. The address and facsimile number of a party for such notices or communications shall be as set forth in the Credit
Agreement, unless changed by such party by two (2) Trading Days’ prior notice to the other party in accordance with this
Section 14.


 


15.           Extension
of Expiration Date. At the option of the Holder, the Expiration Date may be extended for the number of Trading Days during
any period occurring after the Required Effectiveness Date in which (i) trading in the Common Stock is suspended by any Trading
Market, (ii) the Registration Statement is not effective, or (iii) the prospectus included in the Registration Statement may not
be used by the Holder for the resale of Registrable Securities thereunder.


 




    	 	22	 



     


    

 


16.           Furnishing
of Information. The Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. If the Company
is not required to file reports pursuant to such laws, it will prepare and furnish to the Holder and make publicly available in
accordance with paragraph (c) of Rule 144 such information as is required for the Holder to sell the Warrant under Rule 144. The
Company further covenants that it will take such further action as the Holder may reasonably request to satisfy the provisions
of Rule 144 applicable to the issuer of securities relating to transactions for the sale of securities pursuant to Rule 144.


 


17.           Miscellaneous.


 


(a)          The
Company will not, by amendment of its governing documents or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking
of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Subject
to the restrictions on transfer set forth on the first page hereof and in Section 3, this Warrant may be assigned by the
Holder; provided that in no event shall the registration rights be separately assigned from the purchase rights evidenced by this
Warrant. This Warrant may not be assigned by the Company except with the prior written consent of the Holder. This Warrant shall
be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding
sentence and except as otherwise provide in Section 11, nothing in this Warrant shall be construed to give to any Person
other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant
constitutes the entire agreement of the parties with respect to the subject matter hereof. This Warrant may be amended only in
writing signed by the Company and the Holder and their successors and assigns. The restrictions set forth in Section 12
hereof may not be amended or waived.


 


(b)          The
Company (i) will not increase the par value of any Warrant Shares above the amount payable therefor on such exercise and (ii) will
take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable Warrant Shares on the exercise of this Warrant.


 


(c)          Governing
Law; Venue; Waiver Of Jury Trial. all questions concerning the construction, validity, enforcement and interpretation of this
warrant shall be governed by and construed and enforced in accordance with the laws of the state of new york (except for matters
governed by corporate law in the commonwealth of pennsylvania). each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the city of new york, borough of manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is improper. each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this warrant and agrees that
such service shall constitute good and sufficient service of process and notice thereof. nothing contained herein shall be deemed
to (i) limit in any way any right to serve process in any manner permitted by law or (ii) limit any provision of section 17(f).
the company hereby waives all rights to a trial by jury.


 




    	 	23	 



     


    

 


 


(d)          The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


 


(e)          In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(f)          


 


(i)              In
the case of a dispute relating to the Exercise Price, the Closing Price, the Current Market Price, the Black Scholes value or fair
market value or the arithmetic calculation of the Warrant Shares (as the case may be) (including, without limitation, a dispute
relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute
to the other party via facsimile (A) if by the Company, within two (2) Business Days after the occurrence of the circumstances
giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such
dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price, Closing Price,
Current Market Price, Black Scholes value or fair market value or arithmetic calculation of the Warrant Shares (as the case may
be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as
the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, select
an independent, reputable investment bank to resolve such dispute, it being acknowledged that the Black Scholes value shall be
calculated by such investment bank in a manner consistent with Exhibit A.


 




    	 	24	 



     


    

 


(ii)             The
Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in
accordance with this Section 17(f) and (B) written documentation supporting its position with respect to such dispute, in
each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on
which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to
in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)
(it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation
by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer
be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment
bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation
that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by
both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled
to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other
than the Required Dispute Documentation).


 


(iii)            The
Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and
the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees
and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such
dispute shall be final and binding upon all parties absent manifest error.


 




    	 	25	 



     


    

 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	Numerex corp.
	 	 
	 	By:	 /s/ Kenneth L. Gayron 
	 	Name:	 Kenneth L. Gayron 
	 	Title:	 Interim Chief Executive Officer & Chief Financial
    Officer


 




    	 	26	 



     


    

 


FORM OF EXERCISE NOTICE


 


(To be executed by the Holder to exercise the
right to purchase shares of Common Stock under the foregoing Warrant)


 


To: numerex
corp


 


The undersigned is the Holder of Warrant No.
1 (the “Warrant”) issued by NUMEREX CORP., a Pennsylvania corporation (the “Company”). Capitalized
terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.


 


		1.	The Warrant is currently exercisable to purchase a total
of ______________ Warrant Shares.



 


		2.	The undersigned Holder hereby exercises its right to purchase
_________________ Warrant Shares pursuant to the Warrant.



 


		3.	The Holder intends that payment of the Exercise Price shall
be made as (check one):



 


____    “Cash
Exercise” under Section 10


 


____    “Cashless
Exercise” under Section 10


 


		4.	If the Holder has elected a Cash Exercise, the Holder shall
pay the sum of $____________ to the Company in accordance with the terms of the Warrant.



 


		5.	Pursuant to this exercise, the Company shall deliver to
the Holder _______________ Warrant Shares in accordance with the terms of the Warrant.



 


		6.	Following this exercise, the Warrant shall be exercisable
to purchase a total of ______________ Warrant Shares.



 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK, 

SIGNATURE PAGE FOLLOWS]


 




     

     


    

 


IN WITNESS WHEREOF, the undersigned
has caused this Exercise Notice to be duly executed as of the date indicated below.


 


	Dated:___________, ____		Name of Holder:
	 	 	 
	 	 	(Print)	 
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)


 




     

     


    

 


FORM OF ASSIGNMENT


 


[To be completed and signed
only upon transfer of Warrant]


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the within Warrant
to purchase ____________ shares of Common Stock of NUMEREX CORP. to which the within Warrant relates and appoints ________________
attorney to transfer said right on the books of NUMEREX CORP. with full power of substitution in the premises.


 


	Dated:_____________,___	 	 
	 	 	 
	 	 	 
	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)	 
	 	 	 
	 	 	 
	 	Address of Transferee	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	In the presence of:	 	 
	 	 	 
	 	 	 


 




     

     


    

 


EXHIBIT A


 


The “Original Issuance Value” shall mean $2,687,833.


 


For purposes of clause (B) of Section 9(c)
of this Warrant, the “Black Scholes value” of the remaining unexercised portion of this Warrant through the
date of consummation of the Fundamental Transaction shall be determined using the Black Scholes Option Pricing Model (e.g., the
“OV” function on Bloomberg Financial Markets (“Bloomberg”)) and (i) a price per share of Common
Stock equal to the greater of (x) the arithmetic average of the VWAP of the Common Stock for each of the ten (10) consecutive Trading
Days immediately preceding the public announcement of the applicable Fundamental Transaction, (y) the arithmetic average of the
VWAP of the Common Stock for each of the ten (10) consecutive Trading Days immediately preceding the date of consummation of the
applicable Fundamental Transaction and (z) the sum of the price per share being offered in cash in the applicable Fundamental Transaction
(if any) plus the per share value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any),
(ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant
as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the greater
of 100% and the 100 day volatility (e.g., the HVT function on Bloomberg) determined as of the Trading Day immediately following
the public announcement of the applicable Fundamental Transaction. The Holder shall have the right to verify the Black Scholes
value and ensure that the Black Scholes Pricing Model and the value of the underlying inputs (volatility, risk free rate, conversion
price, price per share, etc.) are materially similar to those generated by Bloomberg.


 




     

     


    

 


EXHIBIT B


 


Plan of Distribution


 


The selling stockholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests
in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common
stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


 


The selling stockholders
may use any one or more of the following methods when disposing of shares or interests therein:


 


		-	ordinary brokerage transactions and transactions in which
the broker-dealer solicits purchasers;



 


		-	block trades in which the broker-dealer will attempt to
sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;



 


		-	purchases by a broker-dealer as principal and resale by
the broker-dealer for its account;



 


		-	an exchange distribution in accordance with the rules of
the applicable exchange;



 


		-	privately negotiated transactions;



 


		-	short sales;



 


		-	through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;



 


		-	broker-dealers may agree with the selling stockholders
to sell a specified number of such shares at a stipulated price per share;



 


		-	a combination of any such methods of sale; and



 


		-	any other method permitted by applicable law.



 




     

     


    

 


The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of
common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other
successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of
common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this Prospectus.


 


In connection with the
sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this Prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this Prospectus
(as supplemented or amended to reflect such transaction).


 


The aggregate proceeds
to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents.


 


The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided that they meet the criteria and conform to the requirements of that rule.


 


To the extent required,
the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.


 


In order to comply with
the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.


 


We have advised the selling
stockholders that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934, as amended, may apply
to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent
applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling
stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders
may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.


 




     

     


    

 


We have agreed to indemnify
the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating
to the registration of the shares offered by this prospectus.


 


We have agreed with the
selling stockholders to keep the registration statement of which this Prospectus constitutes a part effective until the earlier
of (i) the fifth anniversary of the effective date of such registration statement, (ii) such time as all of the shares of common
stock covered by the registration statement have been sold publicly or (iii) such time as all of the shares of common stock covered
by the registration statement may be sold by the selling stockholders pursuant to Rule 144 without volume limitations and without
the requirement that there be adequate current public information with regards to us.