Common use of Additional Warrants Clause in Contracts

Additional Warrants. (a) If during the first year from the date of this Agreement there has not been an Einstein Combination, then, commencing with the first day of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination by the end of the third year after the date hereof, or (2) there has been an Einstein Combination and the Investors have not elected to exchange the Equity of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is sooner, the Company will issue pro rata to the Investors warrants (the "Additional Warrants") in the form of Exhibit 4.1(a) hereto representing an additional .9375% of the Fully Diluted Common Stock of the Company outstanding at the beginning of each three-month period, commencing with the first anniversary of the date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of the Investors (in the case of a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemption, the Company shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, the number of shares subject to such warrants shall be calculated to result in the applicable percentage of Fully Diluted Common Stock before such issuance of any such warrants.

Additional Warrants. In the event that the purchasers of securities in a Qualifying Proposal (the “QP Purchasers”) are issued warrants or other convertible securities (the “New Warrants”) in addition to the securities constituting the Qualifying Proposal (the “QP Securities”), then the Company shall also issue to each Investor under the Agreement its proportionate number of New Warrants having the same terms and provisions, including as to exercise price, as the New Warrants that are issued to QP Purchasers; provided that the exercise date of such warrants shall be 61 days after the date that the Mandatory Registration Statement required by Section 2 shall become effective. The New Warrants issued to the Investors shall, in the aggregate, be exercisable for the number of Additional Shares determined by multiplying (a) If during the first year from the date of this Agreement there has not been an Einstein Combination2,500,000, thenas adjusted for any stock splits, commencing with the first day of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination stock dividends or similar events by the end of the third year after the date hereof, or (2) there has been an Einstein Combination and the Investors have not elected to exchange the Equity of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is sooner, the Company will issue pro rata to the Investors warrants (the "Additional Warrants") in the form of Exhibit 4.1(a) hereto representing an additional .9375% of the Fully Diluted Common Stock of the Company outstanding at the beginning of each three-month period, commencing with the first anniversary of the date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of the Investors (in the case of a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) one-half of the Certificate fraction, (i) the numerator of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemption, the Company shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, which is the number of shares subject of common stock of the Company into which the New Warrants issued to such warrants the QP Purchasers are exercisable and (ii) the denominator of which is number of shares of common stock of the Company issued to the QP Purchasers. Such New Warrants shall be calculated issued to result the Investors based on the number of Registrable Shares held by each Investor as of the date hereof. If the QP Investors are issued securities other than common stock of the Company or if the New Warrants are exercisable for securities other than common stock of the Company, then the foregoing provisions shall be adjusted to take into account the common stock equivalent status of such securities and the Company shall not issue any securities in connection with the applicable percentage Qualifying Proposal until such adjustment is agreed between the parties hereto. This Amendment and the waiver of Fully Diluted Common Stock before such Liquidated Damages shall be conditioned upon the issuance of any such warrantsthe New Warrants to Investor in accordance with the terms of this Section 8.

Additional Warrants. Upon the satisfaction of either (a) If during the first year from the date Company's full payment of this Agreement there has not been an Einstein Combination, then, commencing with the first day all of the second year after outstanding obligations under that certain Promissory Note (the "NOTE") of even date hereof and for so long as (1) there has not been an Einstein Combination herewith made by the end of Company and payable to the third year after the date hereof, Holder or (2b) there has been a closing of an Einstein Combination and offering of securities, whether through one or more private placements or secondary public offerings, in which the Investors have not elected to exchange the Equity Company raises gross proceeds from such transaction or transactions of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is soonerat least $1,500,000, the Company will issue pro rata shall grant to the Investors Holder additional warrants to purchase from the Company at any time or from time to time before 5:00 p.m., Eastern Time, on the fifth anniversary of the grant of such additional warrants to the Holder, One-Hundred Fifty-Thousand (150,000) shares of fully paid and non-assessable Common Stock at a purchase price per share of $5.50 (the "Additional WarrantsPURCHASE PRICE") ). All warrants to be granted pursuant to the immediately preceding sentence shall be granted pursuant to a new Warrant in the same form of Exhibit 4.1(a) hereto representing an additional .9375% as this Warrant, except that such Warrant shall contain the following provision: Any provision herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be made in respect of the Fully Diluted issuance of additional shares of Common Stock of the Company outstanding at (or upon the beginning conversion or exchange of each three-month period, commencing with the first anniversary securities convertible or exchangeable into shares of Common Stock) unless after the date hereof (a) the aggregate consideration to be received by the Company for the issuance of this Agreementsuch additional shares of Common Stock, which percentage whether through one or more private placements or secondary public offerings (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock), is at least $500,000 and (b) the consideration per share for an additional share of Common Stock (or the conversion or exchange price with respect to securities convertible or exchangeable into shares of Common Stock) to be issued by the Company is less than $4.00. In such event, the Purchase Price shall be reduced pro-rata based upon Shares theretofore redeemed at to a price (calculated to the election of the Investors (in the case of nearest cent) determined by multiplying such Purchase Price by a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemptionfraction, the Company numerator of which shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, be the number of shares subject of Common Stock outstanding immediately prior to such warrants issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at such Purchase Price in effect immediately prior to such issuance, and the denominator of which shall be calculated to result in the applicable percentage number of Fully Diluted shares of Common Stock before outstanding immediately prior to such issuance issue plus the number of any such warrantsadditional shares of Common Stock so issued.

Additional Warrants. (a) If during On the first year Issue Date, the Company shall issue to the Holder [ ] shares of Series A Preferred cumulative stock, par value $0.01 per share (the “Series A Preferred Stock”), pursuant to the terms of that certain Certificate of Designation, substantially in the form attached hereto as Exhibit C (the “Certificate of Designation”). (b) The Company shall include such approval as may be required by the applicable rules and regulations of the Principal Market (including Section 312.03 of the New York Stock Exchange Listed Company Manual if the Principal Market is the New York Stock Exchange) from the date stockholders of this Agreement there has not been an Einstein Combinationthe Company to permit issuance to the Holder of all shares of Common Stock issuable upon exercise of the maximum number of additional Warrants into which Series A Preferred Stock may be converted pursuant to the terms of the Certificate of Designation (the “Stockholder Approval”) at the Company’s 2019 annual meeting of stockholders (the “2019 Meeting”), then, commencing with the first day recommendation of the second Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use reasonable best efforts to obtain the Stockholder Approval at the 2019 Meeting; provided, however, that in the event such proposal is not approved at the 2019 Meeting, the Company shall include the Stockholder Approval as an item for approval at each subsequent annual meeting of stockholders no less than once each year after until such approval is obtained; provided, further, in no event shall the date hereof and for Company be obligated to do so long more than three times. At each such meeting at which the Stockholder Approval is sought, the Company shall use its reasonable best efforts to obtain, or cause to be obtained as (1) there has not been an Einstein Combination by the end of the third year promptly as reasonably practicable after the date hereof, the Stockholder Approval and any other consents, authorizations, orders and approvals from all third parties that are necessary or advisable to be obtained to consummate the proposal. Each party shall cooperate with each other party and each other party’s Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals (2including supplying each other party with any information which may be required in order to obtain such consents, authorizations, orders and approvals, and responding as promptly as practicable to any inquiry or request received for additional information or documentation) there has been an Einstein Combination and, once obtained, shall comply with the terms and conditions of such consents, authorizations, orders and approvals. No party shall willfully take any action that would reasonably be expected to have the Investors have not elected to exchange the Equity effect of GNW for the Shares within 30 days thereafter materially delaying, or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is soonerimpairing or impeding in any material respect, the Company will issue pro rata to the Investors warrants (the "Additional Warrants") in the form of Exhibit 4.1(a) hereto representing an additional .9375% of the Fully Diluted Common Stock of the Company outstanding at the beginning of each three-month period, commencing with the first anniversary of the date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of the Investors (in the case of a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemption, the Company shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance receipt of any warrantsrequired consents, authorizations, orders and approvals, including the number of shares subject to such warrants shall be calculated to result in the applicable percentage of Fully Diluted Common Stock before such issuance of any such warrantsStockholder Approval.

Additional Warrants. Upon the satisfaction of either (a) If during the first year from the date Company's full payment of this Agreement there has not been an Einstein Combination, then, commencing with the first day all of the second year after outstanding obligations under that certain Promissory Note (the "NOTE") of even date hereof and for so long as (1) there has not been an Einstein Combination herewith made by the end of Company and payable to the third year after the date hereof, Holder or (2b) there has been a closing of an Einstein Combination and offering of securities, whether through one or more private placements or secondary public offerings, in which the Investors have not elected to exchange the Equity Company raises gross proceeds from such transaction or transactions of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is soonerat least $1,500,000, the Company will issue pro rata shall grant to the Investors Holder additional warrants to purchase from the Company at any time or from time to time before 5:00 p.m., Eastern Time, on the fifth anniversary of the grant of such additional warrants to the Holder, One Hundred and Fifty Thousand (150,000) shares of fully paid and non-assessable Common Stock at a purchase price per share of $3.00 (the "Additional WarrantsPURCHASE Price") ). All warrants to be granted pursuant to the immediately preceding sentence shall be granted pursuant to a new Warrant in the same form of Exhibit 4.1(a) hereto representing an additional .9375% as this Warrant, except that such Warrant shall contain the following provision: Any provision herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be made in respect of the Fully Diluted issuance of additional shares of Common Stock of the Company outstanding at (or upon the beginning conversion or exchange of each three-month period, commencing with the first anniversary securities convertible or exchangeable into shares of Common Stock) unless after the date hereof (a) the aggregate consideration to be received by the Company for the issuance of this Agreementsuch additional shares of Common Stock, which percentage whether through one or more private placements or secondary public offerings (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock), is at least $500,000 and (b) the consideration per share for an additional share of Common Stock (or the conversion or exchange price with respect to securities convertible or exchangeable into shares of Common Stock) to be issued by the Company is less than $3.00. In such event, the Purchase Price shall be reduced pro-rata based upon Shares theretofore redeemed at to a price (calculated to the election of the Investors (in the case of nearest cent) determined by multiplying such Purchase Price by a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemptionfraction, the Company numerator of which shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, be the number of shares subject of Common Stock outstanding immediately prior to such warrants issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at such Purchase Price in effect immediately prior to such issuance, and the denominator of which shall be calculated to result in the applicable percentage number of Fully Diluted shares of Common Stock before outstanding immediately prior to such issuance issue plus the number of any such warrantsadditional shares of Common Stock so issued.

Additional Warrants. (a) If during the first year from the date of this Agreement there has not been an Einstein Combination, then, commencing with the first day of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination by the end of the third year after the date hereof, or (2) there has been an Einstein Combination and the Investors have not elected to exchange the Equity of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is sooner, the Company will issue pro rata to the Investors warrants (the "Additional Warrants") in the form of Exhibit 4.1(a4.1 (a) hereto representing an additional .9375% of the Fully Diluted Common Stock of the Company outstanding at the beginning of each three-month period, commencing with the first anniversary of the date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of the Investors (in the case of a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemption, the Company shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, the number of shares subject to such warrants shall be calculated to result in the applicable percentage of Fully Diluted Common Stock before such issuance of any such warrants.

Additional Warrants. (a) If during at any time or from time-to-time prior to March 9, 2000, (i) the first year from Company amends the date of this Agreement there has not been an Einstein Combination, then, commencing with the first day terms of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination by the end of the third year after the date hereofSenior Secured Convertible Debenture, or (2) there has been an Einstein Combination and the Investors have not elected dated April 20, 1997, issued to exchange the Equity of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is sooner, the London Pacific Life & Annuity Company will issue pro rata to the Investors warrants (the "Additional WarrantsSenior Debenture") in or enters into any other arrangement with the form of Exhibit 4.1(a) hereto representing an additional .9375% holder of the Fully Diluted Senior Debenture, in either case that increases the number of shares of Common Stock of the Company outstanding at on a Fully Diluted Basis, then, simultaneously with such transaction the beginning Company shall issue to the Purchaser such number of each three-month period, commencing with additional Warrants as is necessary to cause the first anniversary Purchaser's Interest immediately following the consummation of any such transaction to equal the date Purchaser's Interest immediately prior to the consummation of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of the Investors (in the case of a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereofany such transaction. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 If ("Series F Preferred Stock"i) and pays the redemption price therefor through the issuance of Senior Subordinated Notes third party equity (including any debt convertible into equity) financing (the "NotesThird Party Financing") as provided for in Section 3(b)(iiis consummated on or within 30 days following the closing date under the Purchase Agreement and (ii) either of the Certificate following events occurs (A) the holder of Designation, Preferences and Rights of Series F Preferred Stock filed by the Senior Debenture gives notice to the Company with prior to March 9, 2000, demanding payment or accelerating the Delaware Secretary maturity of Stateany portion of the principal amount of the Senior Debenture (whether such notice is given before or after the consummation of the Third Party Financing), thenand the Company subsequently at any time repays all or any portion of the principal amount of the Senior Debenture prior to maturity or (B) prior to March 9, at the time of such redemption2000, the Company shall voluntarily repays all or any portion of the principal amount of the Senior Debenture, then the Company shall, simultaneously with the repayment of the applicable portion of the principal amount of the Senior Debenture (the "Repaid Amount"), issue to the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing Purchaser an additional 1.5% number of Warrants equal to: 2.85 times (1) the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, amount by which the number of shares subject to such warrants shall be calculated to result of Common Stock that are issued or issuable upon exercise or conversion of an amount of the securities issued by the Company in the applicable percentage Third Party Financing equal to the Repaid Amount exceeds the number of Fully Diluted shares of Common Stock before into which the Repaid Amount of the Senior Debenture would have been convertible divided by (2) three (rounded to the nearest whole Warrant). If all ---------- or any portion of the principal amount of the Senior Debenture is repaid under the circumstances described above in more than one installment, the above provisions shall apply (and additional Warrants will be issued) with respect to each such issuance repayment of all or any portion of such warrantsprincipal amount.

Additional Warrants. (a) If during In the first year from event the date of this Agreement there has not been an Einstein Combination, then, commencing with the first day of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination offering contemplated by the end of the third year after the date hereofProposed Registration Statement is consummated, or (2) there has been an Einstein Combination and the Investors have not elected to exchange the Equity of GNW as consideration for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is soonerentering into this Second Amendment, the Company will shall, upon the first occurrence of the satisfaction of the conditions precedent set forth in this Section 9, offer, which offer shall remain open for a period of 5 Business Days, to issue pro rata to the Investors each Investor warrants (the "Additional “New Warrants"”) in the form attached hereto as Exhibit A and in the amount set forth in this Section 9. Upon the later to occur of Exhibit 4.1(a(a) hereto representing an additional .9375% of the Fully Diluted Common Stock of the Company outstanding at the beginning of each three-month period, commencing with the first anniversary of 61 days after the date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at that the election of the Investors (in the case of a partial redemption) or the funds withdrawn Mandatory Registration Statement required by the Investors pursuant to Section 2.2 hereof. 2 becomes effective and (b) the occurrence of either (i) a Change of Control or (ii) an Equity Financing, the Company shall be obligated to make the offer to issue the New Warrants set forth in the first sentence of this Section 9. In the event the conditions set forth in the preceding sentence have not occurred by August 31, 2012, then the Company redeems its outstanding shall have no obligation to offer to issue the New Warrants. The exercise price of any New Warrants issued shall be the price which is 115% of the price of the shares sold under the Proposed Registration Statement provided that if such exercise price is less than the closing price of Series F Preferred Stockthe Company’s Common Stock on the Nasdaq Capital Market on the day such shares are priced for sale, par value $.001 ("Series F Preferred Stock") then the exercise price shall be the closing price of the Company’s Common Stock on day of such pricing or the trading day immediately following the day of such pricing, whichever closing price is lower. The New Warrants issued to the Investors shall, in the aggregate, be exercisable for 500,000 Additional Shares, with the number of Additional Shares adjusted for any stock splits, stock dividends or other similar events. Such New Warrants shall be issued to the Investors based on the number of Registrable Shares held by each Investor on the date hereof. This Amendment and pays the redemption price therefor through waiver of Liquidated Damages shall be conditioned upon the issuance of Senior Subordinated Notes (the "Notes") as provided for New Warrants to Investor in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company accordance with the Delaware Secretary of State, then, at the time of such redemption, the Company shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions terms of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company9. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, the number of shares subject to such warrants shall be calculated to result in the applicable percentage of Fully Diluted Common Stock before such issuance of any such warrants.

Additional Warrants. Upon the satisfaction of either (a) If during the first year from the date Company's full payment of this Agreement there has not been an Einstein Combination, then, commencing with the first day all of the second year after outstanding obligations under that certain Promissory Note (the "Note") of even date hereof and for so long as (1) there has not been an Einstein Combination herewith made by the end Company and payable to the Holder or (b) a closing of an offering of the third year after capital stock of the date hereofCompany, whether through one or (2) there has been an Einstein Combination and more private placements or secondary public offerings, in which the Investors have not elected to exchange the Equity Company raises gross proceeds from such transaction or transactions of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is soonerat least $1,500,000, the Company will issue pro rata shall grant to the Investors Holder additional warrants to purchase from the Company at any time or from time to time before 5:00 p.m., Eastern Time, on the fifth anniversary of the grant of such additional warrants to the Holder, One Hundred Twenty-Five Thousand (125,000) shares of fully paid and non-assessable Common Stock at a purchase price per share of $3.00 (the "Additional WarrantsExercise Price") ). All warrants to be granted pursuant to the immediately preceding sentence shall be granted pursuant to a new Warrant in the same form of Exhibit 4.1(a) hereto representing an additional .9375% as this Warrant, except that such Warrant shall contain the following provision: Any provision herein to the contrary notwithstanding, no adjustment in the Exercise Price shall be made in respect of the Fully Diluted issuance of additional shares of Common Stock of the Company outstanding at (or upon the beginning conversion or exchange of each three-month period, commencing with the first anniversary securities convertible or exchangeable into shares of Common Stock) unless after the date hereof (a) the aggregate consideration to be received by the Company for the issuance of this Agreementsuch additional shares of Common Stock, which percentage whether through one or more private placements or secondary public offerings (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock), is at least $500,000 and (b) the consideration per share for an additional share of Common Stock (or the conversion or exchange price with respect to securities convertible or exchangeable into shares of Common Stock) to be issued by the Company is less than $3.00. In such event, the Exercise Price shall be reduced pro-rata based upon Shares theretofore redeemed at to a price (calculated to the election of the Investors (in the case of nearest cent) determined by multiplying such Exercise Price by a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemptionfraction, the Company numerator of which shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, be the number of shares subject of Common Stock outstanding immediately prior to such warrants issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at such Exercise Price in effect immediately prior to such issuance, and the denominator of which shall be calculated to result in the applicable percentage number of Fully Diluted shares of Common Stock before outstanding immediately prior to such issuance issue plus the number of any such warrantsadditional shares of Common Stock so issued.

Additional Warrants. Each Buyer shall be entitled to the receipt of additional warrants, in substantially the form provided in Exhibit C (a) If during the first year from the date of this Agreement there has not been each, an Einstein Combination“Additional Warrant”), then, commencing consistent with the first day of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination by the end of the third year after the date hereof, or (2) there has been an Einstein Combination and the Investors have not elected to exchange the Equity of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is sooner, the Company will issue pro rata to the Investors warrants (the "Additional Warrants") in the form of Exhibit 4.1(a) hereto representing an additional .9375% of the Fully Diluted Common Stock of the Company outstanding at the beginning of each three-month period, commencing with the first anniversary of the date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of the Investors (in the case of a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof.following terms: (bi) In the event that the Company redeems its outstanding shares is unable to consummate a financing consisting of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes Common Stock and warrants for aggregate gross proceeds of at least $3,000,000 (an “Equity Financing”) on or prior to the "Notes") as provided for in Section 3(b)(ii) 61st day following the date of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time issuance of such redemptionNote, the Company shall issue the Investors pro-rata warrants in the form an Additional Warrant to each Buyer exercisable for 50 shares of Exhibit 4.1 (a) hereto representing an additional 1.5% Common Stock per $1,000 of outstanding principal of the Fully Diluted Common Stock Notes held by such Buyer as of such 61st day after the Company outstanding date of issuance of such Note, which shall be exercisable for five years from the date of issuance at such time. The provisions an exercise price of this Section 4.2(b) will continue $4.00 per share, subject to apply in adjustment as set forth within the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the CompanyAdditional Warrants. (cii) For purposes In the event that the Company is unable to consummate an Equity Financing on or prior to the 91st day following the date of this Section 4.2, at the time of each such issuance of any warrantssuch Note, the number Company shall issue an Additional Warrant to each Buyer exercisable for 50 shares of shares Common Stock per $1,000 of outstanding principal of the Notes held by such Buyer as of such 91st day after the date of issuance of such Note, which shall be exercisable for five years from the date of issuance at an exercise price of $4.00 per share, subject to adjustment as set forth within the Additional Warrants. (iii) In the event that the Company is unable to consummate an Equity Financing on or prior to the 121st day following the date of issuance of such warrants Note, the Company shall issue an Additional Warrant to each Buyer exercisable for 50 shares of Common Stock per $1,000 of outstanding principal of the Notes held by such Buyer as of such 121st day after the date of issuance of such Note, which shall be calculated exercisable for five years from the date of issuance at an exercise price of $4.00 per share, subject to result in adjustment as set forth within the applicable percentage Additional Warrants. (iv) In the event that the Company is unable to consummate an Equity Financing on or prior to the 151st day following the date of Fully Diluted issuance of such Note, the Company shall issue an Additional Warrant to each Buyer exercisable for 50 shares of Common Stock before per $1,000 of outstanding principal of the Notes held by such Buyer as of such 151st day after the date of issuance of any such warrantsNote, which shall be exercisable for five years from the date of issuance at an exercise price of $4.00 per share, subject to adjustment as set forth within the Additional Warrants.

Additional Warrants. Upon the satisfaction of either (a) If during the first year from the date Company's full payment of this Agreement there has not been an Einstein Combination, then, commencing with the first day all of the second year after outstanding obligations under that certain Promissory Note (the "NOTE") of even date hereof and for so long as (1) there has not been an Einstein Combination herewith made by the end of Company and payable to the third year after the date hereof, Holder or (2b) there has been a closing of an Einstein Combination and offering of securities, whether through one or more private placements or secondary public offerings, in which the Investors have not elected to exchange the Equity Company raises gross proceeds from such transaction or transactions of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is soonerat least $1,500,000, the Company will issue pro rata shall grant to the Investors Holder additional warrants to purchase from the Company at any time or from time to time before 5:00 p.m., Eastern Time, on the fifth anniversary of the grant of such additional warrants to the Holder, One Hundred Thousand (100,000) shares of fully paid and non-assessable Common Stock at a purchase price per share of $5.50 (the "Additional WarrantsPURCHASE PRICE") ). All warrants to be granted pursuant to the immediately preceding sentence shall be granted pursuant to a new Warrant in the same form of Exhibit 4.1(a) hereto representing an additional .9375% as this Warrant, except that such Warrant shall contain the following provision: Any provision herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be made in respect of the Fully Diluted issuance of additional shares of Common Stock of the Company outstanding at (or upon the beginning conversion or exchange of each three-month period, commencing with the first anniversary securities convertible or exchangeable into shares of Common Stock) unless after the date hereof (a) the aggregate consideration to be received by the Company for the issuance of this Agreementsuch additional shares of Common Stock, which percentage whether through one or more private placements or secondary public offerings (or upon the conversion or exchange of securities convertible or exchangeable into shares of Common Stock), is at least $500,000 and (b) the consideration per share for an additional share of Common Stock (or the conversion or exchange price with respect to securities convertible or exchangeable into shares of Common Stock) to be issued by the Company is less than $4.00. In such event, the Purchase Price shall be reduced pro-rata based upon Shares theretofore redeemed at to a price (calculated to the election of the Investors (in the case of nearest cent) determined by multiplying such Purchase Price by a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemptionfraction, the Company numerator of which shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, be the number of shares subject of Common Stock outstanding immediately prior to such warrants issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at such Purchase Price in effect immediately prior to such issuance, and the denominator of which shall be calculated to result in the applicable percentage number of Fully Diluted shares of Common Stock before outstanding immediately prior to such issuance issue plus the number of any such warrantsadditional shares of Common Stock so issued.

Additional Warrants. (a) If during the first year from the date of this Agreement there has not been an Einstein Combination, then, commencing with the first day of the second year On or before ten (10) days after the date hereof and for so long as (1) there has not been an Einstein Combination by the end of each calendar month, beginning with the third year after the date hereofmonth of November, or (2) there has been an Einstein Combination and the Investors have not elected to exchange the Equity 1994, in which additional shares of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is sooner, Preferred Stock are issued by the Company will issue pro rata pursuant to the Investors Stock Purchase Agreement until 4,000,000 shares of Preferred Stock are issued and outstanding, warrants shall be issued to Xxxxxx (the "First Additional Warrants") in the form of Exhibit 4.1(a) hereto representing which shall entitle Xxxxxx to acquire an additional .9375number of shares of Class B Stock sufficient to result in Xxxxxx having the right to acquire pursuant thereto 3.5% of the Fully Diluted Common Stock fully diluted capital stock of the Company outstanding at on the beginning Closing Date after giving effect to (i) such issuances of each three-month period, commencing with the first anniversary of the date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of the Investors (Preferred Stock in the case preceding calendar month as if such issuances had occurred on the Closing Date, and (ii) all increases in the maximum number of a partial redemption) shares of Class A Stock that may be subject to options or awards granted under the funds withdrawn by Stock Option Plan corresponding to the Investors pursuant issuances of Preferred Stock referred to Section 2.2 hereofin the preceding clause (i). (b) In If and when the event outstanding balance of the Company redeems its outstanding shares of Series F Preferred StockRevolving Loan first equals or exceeds $5,000,000, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes Xxxxxx will receive warrants (the "NotesSecond Additional Warrants") as provided for in Section 3(b)(ii) to acquire a number of the Certificate additional shares of Designation, Preferences and Rights of Series F Preferred Class B Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemption, the Company shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional equal to 1.5% of the Fully Diluted Common Stock fully diluted capital stock of the Company outstanding at such time. The provisions on the Closing Date after giving effect to any issuances of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of (and corresponding increases in Class A Stock subject to the CompanyStock Option Plan) described in subsection 2.3(a) as if such issuances had occurred on the Closing Date. (c) If and when the outstanding balance of the Revolving Loan first equals or exceeds $10,000,000, Xxxxxx will receive warrants (the `"Third Additional Warrants") to acquire a number of additional shares of Class B Stock equal to 1.5% of the fully diluted capital stock of the Company after giving effect to any issuances of Preferred Stock (and corresponding increases in Class A Stock subject to the Stock Option Plan) described in subsection 2.3(a) as if such issuances had occurred on the Closing Date. (d) If and when the outstanding balance of the Revolving Loan first equals or exceeds $15,000,000, Xxxxxx will receive warrants (the "Fourth Additional Warrants") to acquire a number of additional shares of Class B Stock equal to 0.5% of the fully diluted capital stock of the Company after giving effect to any issuances of Preferred Stock (and corresponding increases in Class A Stock subject to the Stock Option Plan) described in subsection 2.3(a) as if such issuances had occurred on the Closing Date. For the purposes of this Section 4.2Agreement, at "fully diluted capital stock" of the time Company on the Closing Date and "fully diluted basis" shall mean, without duplication, (a) all issued and outstanding shares of each such issuance capital stock of any warrantsthe Company on the Closing Date, (b) all options, warrants or other rights outstanding on the number Closing Date that are exercisable to acquire shares of capital stock of the Company, (c) all debt and equity outstanding on the Closing Date that are convertible or exchangeable to acquire shares of capital stock of the Company, and (d) all shares of capital stock of the Company subject to such warrants shall be calculated to result in future issuance (whether or not upon the applicable percentage satisfaction of Fully Diluted Common Stock before such issuance certain conditions) under contractual obligations of any such warrantsthe Company effective on the Closing Date.

Additional Warrants. In the event that the purchasers of securities in a Qualifying Proposal (the “QP Purchasers”) are issued warrants or other convertible securities (the “New Warrants”) in addition to the securities constituting the Qualifying Proposal (the “QP Securities”), then the Company shall also issue to each Investor under the Agreement its proportionate number of New Warrants having the same terms and provisions, including as to exercise price, as the New Warrants that are issued to QP Purchasers; provided that the exercise date of such warrants shall be 61 days after the date that the Mandatory Registration Statement required by Section 2 shall become effective. The New Warrants issued to the Investors shall, in the aggregate, be exercisable for the number of Additional Shares determined by multiplying (a) If during the first year from the date of this Agreement there has not been an Einstein Combination3,050,203, thenas adjusted for any stock splits, commencing with the first day of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination stock dividends or similar events by the end of the third year after the date hereof, or (2) there has been an Einstein Combination and the Investors have not elected to exchange the Equity of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is sooner, the Company will issue pro rata to the Investors warrants (the "Additional Warrants") in the form of Exhibit 4.1(a) hereto representing an additional .9375% of the Fully Diluted Common Stock of the Company outstanding at the beginning of each three-month period, commencing with the first anniversary of the date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of the Investors (in the case of a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) one-half of the Certificate fraction, (i) the numerator of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemption, the Company shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, which is the number of shares subject of common stock of the Company into which the New Warrants issued to such warrants the QP Purchasers are exercisable and (ii) the denominator of which is number of shares of common stock of the Company issued to the QP Purchasers. If the QP Investors are issued securities other than common stock of the Company or if the New Warrants are exercisable for securities other than common stock of the Company, then the foregoing provisions shall be calculated adjusted to result take into account the common stock equivalent status of such securities and the Company shall not issue any securities in connection with the applicable percentage Qualifying Proposal until such adjustment is agreed between the parties hereto. This Amendment and the waiver of Fully Diluted Common Stock before such Liquidated Damages shall be conditioned upon the issuance of any such warrantsthe New Warrants to Investor in accordance with the terms of this Section 8.

Additional Warrants. (a) If during the first year from the date of this Agreement there has not been an Einstein CombinationIf, then, commencing with the first day of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination by the end of the third year after the date hereof, on or (2) there has been an Einstein Combination and the Investors have not elected prior to exchange the Equity of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is sooner, the Company will issue pro rata to the Investors warrants (the "Additional Warrants") in the form of Exhibit 4.1(a) hereto representing an additional .9375% of the Fully Diluted Common Stock of the Company outstanding at the beginning of each three-month period, commencing with the first anniversary of the date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of the Investors (in the case of a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemptionInitial Closing Date, the Company shall not have completed a Qualified IPO, then on such date the Company shall execute, issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% and deliver to each of the Fully Diluted Purchasers, pro rata in accordance with the respective amounts of the aggregate Liquidation Price of Preferred Shares held by them and/or the aggregate principal amount of Notes held by them, without the payment of any additional consideration by the Purchasers, additional Warrants (the “Additional Warrants”) initially exercisable to purchase an aggregate of 250,000 shares of Company Common Stock (subject to adjustment as therein provided) at an initial exercise price of $2.00 per share (subject to adjustment as therein provided); provided that if after the Initial Closing Date and on or prior to such first anniversary date, any event shall have occurred that under the terms of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply Additional Warrants would have required an adjustment in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, the number of shares subject to of Company Common Stock issuable thereunder or in the exercise price thereof, or both, then such warrants initial aggregate number of shares and/or initial exercise price of the Additional Warrants shall be calculated adjusted on the date of issuance thereof in such manner as would have been the case if the Additional Warrants had been issued on the Initial Closing Date and had been outstanding at all times thereafter to result in and including such first anniversary date. The rights of the applicable percentage Purchasers and the obligations of Fully Diluted Common Stock before such issuance the Company under this Section 2.6 shall survive the redemption or repurchase of the Preferred Shares, the exercise of the Exchange Option, and the enforcement of any such warrantsprovision hereof or thereof, and shall also apply to Seaview with respect to any Notes purchased by it pursuant to Section 2.2(d) of the Note Purchase Agreement.

Additional Warrants. 4.10.1 If all principal and interest on the Notes is not paid by the Company by the date which is six months after the issuance date of the Notes (the “Six Month Anniversary”), then within five Business Days after the earlier of (a) If during the first year from the date of this Agreement there has not been an Einstein Combination, then, commencing with the first day of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination by the end of the third year after the date hereof, or (2) there has been an Einstein Combination and the Investors have not elected to exchange the Equity of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is sooner, the Company will issue pro rata to the Investors warrants (the "Additional Warrants") in the form of Exhibit 4.1(a) hereto representing an additional .9375% of the Fully Diluted Common Stock of the Company outstanding at the beginning of each three-month period, commencing with the first anniversary of the issuance date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of Notes (the Investors (in the case of a partial redemption“First Anniversary”) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. and (b) In the event date on which all principal and interest on the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed is duly paid by the Company with the Delaware Secretary of State, then, at the time of such redemptionCompany, the Company shall issue to the Investors pro-holders of the Notes, on a pro rata basis, based on the original principal amount of the Notes issued to such holder or such holder’s transferor, warrants to purchase an aggregate number of shares of Common Stock equal to (x) if all principal and interest on such Notes has not been paid by the First Anniversary, a number of shares equal to the product obtained by multiplying (A)125,000 times (B) a fraction, the numerator of which is the aggregate principal amount of all Notes issued pursuant to this Agreement and the denominator is $2,000,000 (such product is hereinafter referred to as the “Warrant Number”), or (y) if all principal and interest on such Notes is paid after the Six Month Anniversary but on or prior to the First Anniversary, the product obtained by multiplying (i) the Warrant Number times a fraction, the numerator of which is the number of days after the Six Month Anniversary which have elapsed until all principal and interest on the Notes have been duly paid by the Company and the denominator is 182. 4.10.2 If all principal and interest on the Notes is not paid by the Company by the First Anniversary, then in addition to the form warrants to be issued pursuant to Section 4.10.1, within five Business Days after the earlier of Exhibit 4.1 (a) hereto representing an additional 1.5% the date which is 18 months after the issuance date of the Fully Diluted Notes (the “18 Month Anniversary”) and (b) the date on which all principal and interest on the Notes is duly paid by the Company, the Company shall issue to the holders of the Notes, on a pro rata basis, based on the original principal amount of the Notes issued to such holder or such holder’s transferor, warrants to purchase an aggregate number of shares of Common Stock equal to (x) if all principal and interest on such Notes has not been paid by the 18 Month Anniversary, the Warrant Number or (y) if all principal and interest on such Notes is paid after the First Anniversary, but on or prior to the 18 Month Anniversary, the product obtained by multiplying (i) the Warrant Number times a fraction, the numerator of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, which is the number of shares subject days after the First Anniversary which have elapsed until all principal and interest on the Notes have been duly paid by the Company and the denominator is 182. The warrants issuable pursuant to Section 4.10.1 and this Section 4.10.2 are hereinafter collectively referred to as the “Additional Warrants.” All Additional Warrants shall be in the same form as the Warrants, except that (A) the exercise period shall be for three years commencing on the date of issuance thereof and (B) the exercise price shall be the lower of (1) the exercise price of the Warrants issued at the Closing or (2) the lowest consideration per share at which the Company issues Additional Stock between the Closing Date and the date of issuance of the Additional Warrants. For purposes hereof, the term Additional Stock shall have the meaning ascribed to such warrants shall be calculated to result term in Section 4(d) of the applicable percentage of Fully Diluted Common Stock before such issuance of any such warrantsWarrants.

Additional Warrants. (a) 4.10.1 If during all of the first year from Shares are not redeemed prior to the date of this Agreement there has not been an Einstein Combination, then, commencing with the first day of the second year which is six months after the date hereof and for so long as Closing (1) there has not been an Einstein Combination by the end of the third year “First Deadline”), then within ten days after the date hereof, or (2) there has been an Einstein Combination and the Investors have not elected to exchange the Equity of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is soonerFirst Deadline, the Company will shall issue to the holders of the Shares, on a pro rata basis, based on the original number of Shares issued to the Investors such holder or such holder’s transferor, warrants (the "Additional Warrants") in the form to purchase an aggregate number of Exhibit 4.1(a) hereto representing an additional .9375shares of Common Stock equal to 50% of the Fully Diluted number of shares of Common Stock which may be purchased upon exercise of the Company outstanding Warrants issued at the beginning Closing. 4.10.2 If all of each three-month period, commencing with the Shares are redeemed after the First Deadline but prior to the first anniversary of the date of this AgreementClosing (the “Second Deadline”), which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election then within ten days after all of the Investors (in the case of a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemptionShares have been redeemed, the Company shall issue to the Investors pro-holders of the Shares, on a pro rata basis, based on the original number of Shares issued to such holder or such holder’s transferor, warrants in the form to purchase an aggregate number of Exhibit 4.1 shares of Common Stock equal to (aA) hereto representing an additional 1.550% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, the number of shares subject of Common Stock which may be purchased upon exercise of the Warrants issued at the Closing multiplied by (B) a fraction, the numerator of which is the number of days after the First Deadline which have elapsed until all of the Shares have been redeemed by the Company and the denominator is 180. 4.10.3 If all of the Shares are not redeemed prior to Second Deadline, then within ten days after the Second Deadline, the Company shall issue to the holders of the Shares, on a pro rata basis, based on the original number of Shares issued to such holder or such holder’s transferor, warrants to purchase an aggregate number of shares of Common Stock equal to 50% of the number of shares of Common Stock which may be purchased upon exercise of the Warrants issued at the Closing. The warrants issuable pursuant to this Section 4.10 are hereinafter collectively referred to as the “Additional Warrants.” All Additional Warrants shall be calculated to result in the applicable percentage same form as the Warrants, except the exercise period shall be for three years commencing on the date of Fully Diluted Common Stock before such issuance of any such warrantsthereof.

Additional Warrants. (a) If during In the first year from event the date of this Agreement there has not been an Einstein Combination, then, commencing with the first day of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination offering contemplated by the end of the third year after the date hereofProposed Registration Statement is consummated, or (2) there has been an Einstein Combination and the Investors have not elected to exchange the Equity of GNW as consideration for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is soonerentering into this Second Amendment, the Company will shall, upon the first occurrence of the satisfaction of the conditions precedent set forth in this Section 9, offer, which offer shall remain open for a period of 5 Business Days, to issue pro rata to the Investors each Investor warrants (the "Additional “New Warrants"”) in the form attached hereto as Exhibit A and in the amount set forth in this Section 9. Upon the later to occur of Exhibit 4.1(a(a) hereto representing an additional .9375% of the Fully Diluted Common Stock of the Company outstanding at the beginning of each three-month period, commencing with the first anniversary of 61 days after the date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at that the election of the Investors (in the case of a partial redemption) or the funds withdrawn Mandatory Registration Statement required by the Investors pursuant to Section 2.2 hereof. 2 becomes effective and (b) the occurrence of either (i) a Change of Control or (ii) an Equity Financing, the Company shall be obligated to make the offer to issue the New Warrants set forth in the first sentence of this Section 9. In the event the conditions set forth in the preceding sentence have not occurred by August 31, 2012, then the Company redeems its outstanding shall have no obligation to offer to issue the New Warrants. The exercise price of any New Warrants issued shall be the price which is 115% of the price of the shares sold under the Proposed Registration Statement provided that if such exercise price is less than the closing price of Series F Preferred Stockthe Company’s Common Stock on the Nasdaq Capital Market on the day such shares are priced for sale, par value $.001 ("Series F Preferred Stock") then the exercise price shall be the closing price of the Company’s Common Stock on day of such pricing or the trading day immediately following the day of such pricing, whichever closing price is lower. The New Warrants issued to the Investors shall, in the aggregate, be exercisable for 610,041 Additional Shares, with the number of Additional Shares adjusted for any stock splits, stock dividends or other similar events. This Amendment and pays the redemption price therefor through waiver of Liquidated Damages shall be conditioned upon the issuance of Senior Subordinated Notes (the "Notes") as provided for New Warrants to Investor in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company accordance with the Delaware Secretary of State, then, at the time of such redemption, the Company shall issue the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions terms of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company9. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, the number of shares subject to such warrants shall be calculated to result in the applicable percentage of Fully Diluted Common Stock before such issuance of any such warrants.

Additional Warrants. (a) If during at any time or from time-to-time prior to March 9, 2000, (i) the first year from Company amends the date of this Agreement there has not been an Einstein Combination, then, commencing with the first day terms of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination by the end of the third year after the date hereofSenior Secured Convertible Debenture, or (2) there has been an Einstein Combination and the Investors have not elected dated April 20, 1997, issued to exchange the Equity of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is sooner, the London Pacific Life & Annuity Company will issue pro rata to the Investors warrants (the "Additional WarrantsSenior Debenture") in or enters into any other arrangement with the form of Exhibit 4.1(a) hereto representing an additional .9375% holder of the Fully Diluted Senior Debenture, in either case that increases the number of shares of Common Stock of the Company outstanding at on a Fully Diluted Basis, then, simultaneously with such transaction the beginning Company shall issue to the Purchaser such number of each three-month period, commencing with additional Warrants as is necessary to cause the first anniversary Purchaser's Interest immediately following the consummation of any such transaction to equal the date Purchaser's Interest immediately prior to the consummation of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of the Investors (in the case of a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereofany such transaction. (b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 If ("Series F Preferred Stock"i) and pays the redemption price therefor through the issuance of Senior Subordinated Notes third party equity (including any debt convertible into equity) financing (the "NotesThird Party Financing") as provided for in Section 3(b)(iiis consummated on or within 30 days following the closing date under the Purchase Agreement and (ii) either of the Certificate following events occurs (A) the holder of Designation, Preferences and Rights of Series F Preferred Stock filed by the Senior Debenture gives notice to the Company with prior to March 9, 2000, demanding payment or accelerating the Delaware Secretary maturity of Stateany portion of the principal amount of the Senior Debenture (whether such notice is given before or after the consummation of the Third Party Financing), thenand the Company subsequently at any time repays all or any portion of the principal amount of the Senior Debenture prior to maturity or (B) prior to March 9, at the time of such redemption2000, the Company shall voluntarily repays all or any portion of the principal amount of the Senior Debenture, then the Company shall, simultaneously with the repayment of the applicable portion of the principal amount of the Senior Debenture (the "Repaid Amount"), issue to the Investors pro-rata warrants in the form of Exhibit 4.1 (a) hereto representing Purchaser an additional 1.5% number of Warrants equal to: 2.85 times (1) the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company. (c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, amount by which the number of shares subject to such warrants shall be calculated to result of Common Stock that are issued or issuable upon exercise or conversion of an amount of the securities issued by the Company in the applicable percentage Third Party Financing equal to the Repaid Amount exceeds the number of Fully Diluted shares of Common Stock before into which the Repaid Amount of the Senior Debenture would have been convertible DIVIDED BY (2) three (rounded to the nearest whole Warrant). If all or any portion of the principal amount of the Senior Debenture is repaid under the circumstances described above in more than one installment, the above provisions shall apply (and additional Warrants will be issued) with respect to each such issuance repayment of all or any portion of such warrantsprincipal amount.