Common use of Date of Issuance and Term Clause in Contracts

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13, 2008 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company (“the “Debentures”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13, 2008. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13January 5, 2008 2018 (“Date of Issuance”). The term exercise period of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance January 5, 2025 (the “Term”). This Warrant was issued in conjunction with that certain Facility Agreement, dated as of January 5, 2018, by and among the issuance of Debentures of Company, the Company other Loan Parties signatory thereto, Cortland Capital Market Services LLC, as agent, Holder and the other Lenders signatory thereto (“as may be amended, restated, supplemented or modified from time to time in accordance with the terms thereof, the “Debentures”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Facility Agreement”), and the Registration Rights Agreement (“in conjunction with that certain Registration Rights Agreement”) , dated January 5, 2018, by and between the Company and Holder dated on the Lenders (as defined in the Facility Agreement) (as may be amended, restated, supplemented or about June 13otherwise modified from time to time in accordance with the terms thereof, 2008the “Registration Rights Agreement”). Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to Holder, and Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to then beneficially owned by Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance would be aggregated with Holder’s for purposes of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”) (including shares held by any “group” of which Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) would exceed 9.985% of the total number of shares of Common Stock then issued and outstanding (the “9.985% Cap”). The Beneficial Ownership Limitation ; provided, however, that the 9.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act; and provided, further, that no changes shall be conclusively satisfied if made to the applicable Notice of Exercise includes a signed representation by 9.985% Cap without the Holder that the issuance prior written consent of the shares Company. For purposes hereof, “group” has the meaning set forth in such Notice Section 13(d) of Exercise will not violate the LimitationExchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the Company percentage beneficially owned by Holder shall not be entitled to require additional documentation determined in a manner consistent with the provisions of such satisfactionSection 13(d) of the Exchange Act. Notwithstanding Upon the abovewritten request of Holder, in the event that the Company receives any purchaseshall, tender or exchange offer or any offer within two (2) Trading Days, confirm orally and in writing to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to applythen outstanding. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion For purposes hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.:

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13December 28, 2008 2006 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company senior secured convertible debentures (“the “Debentures”) of the Company to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), ) and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13December 28, 20082006. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “4.99% Beneficial Ownership Limitation”). The 4.99% Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The In addition, the 4.99% Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the 4.99% Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” Upon such a change by a Holder of the Beneficial Ownership Limitations from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitations may not be further waived by such Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise exercise or not Exercise exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13April 20, 2008 2001 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase five hundred thousand (500,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is exercisable as to one hundred sixty-six thousand six hundred sixty-six (6166,666) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period (the “Debentures”"Review Period") to referenced in the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13April 20, 20082001, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to the remaining three hundred thirty four thousand (334,000) shares of Common Stock of the Company upon the execution (the "Investment Agreement Execution") by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement"). Anything in this Warrant to the contrary notwithstanding: (I) if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (an "Unacceptable Document Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, and (II) upon the expiration of the Review Period, ownership of this Warrant with respect to one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock shall irrevocably vest to Xxxxxx and shall become immediately exerciseable, and if the Company delivers an Unacceptable Document Notice after the expiration of the Review Period, but before the date of the Investment Agreement Execution, then Holder shall return the remaining three hundred thirty-three thousand three hundred thirty-three (333,333) shares of this Warrant to the Company and all of Holder's rights under this Warrant as to such returned shares of this Warrant shall be null and void and of no effect. If the Company executes an Investment Agreement, ownership of 100% of this Warrant shall irrevocably vest to the Holder, and the Warrant shall be subject to the exercise restrictions set forth in the above paragraphs. In the event that the Company terminates the Investment Agreement after the Investment Agreement Execution, the Holder shall retain irrevocable ownership of this Warrant with respect to the number of shares of Common Stock as to which this Warrant is exerciseable as of the date of such termination, and Holder shall return the balance of this Warrant to the Company and all of Holder's rights under this Warrant as to the balance of this Warrant shall be null and void and of no effect. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13September 22, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is seven (7) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase two million seven hundred thousand (2,700,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to nine hundred thousand (6900,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period (the “Debentures”"Review Period") to referenced in the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13September 22, 20082000, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to an additional nine hundred thousand (900,000) shares of Common Stock of the Company upon the execution by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining nine hundred thousand (900,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) March 22, 2001. Anything in this Warrant to the contrary notwithstanding, if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, provided that, if the Company has not delivered a Company Termination Notice to Xxxxxx Private Equity, LLC, prior to the expiration of the Review Period, ownership of this Warrant shall irrevocably vest to the Holder, regardless of whether a Company Termination Notice is delivered anytime thereafter. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13November ___, 2008 2007 (“"Date of Issuance”"). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “"Term”"). This Warrant was issued in conjunction with the issuance of Debentures of the Company (“"the “"Debentures”") to the Holder pursuant to the terms of the Securities Purchase Agreement (“"Securities Purchase Agreement”"), and the Registration Rights Agreement (“"Registration Rights Agreement”") by and between the Company and Holder dated on or about June 13November ____, 20082007. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s 's having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “"Maximum Percentage”") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “"Beneficial Ownership Limitation”"). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “"Offer”"), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “"4.99%” " shall be automatically revised immediately after such offer to read “"9.99%” " each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “"Beneficial Ownership Limitations.” " The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13September 17, 2008 2007 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six seven (67) years after the Date of Issuance (the “Term”). This Warrant amends, supplements, modifies and completely restates and supersedes the Warrant (the “Existing Warrant”) dated as of the Date of Issuance, issued by the Company to the Holder. The Existing Warrant was issued in conjunction with the issuance of Debentures Series B Preferred Stock of the Company (“the “DebenturesPreferred Stock”) to the Holder pursuant to the terms of the Securities Purchase Agreement Agreement, dated September 12, 2007 (“Securities Purchase Agreement”), the Certificate of Designation of Rights and Preferences of the Company’s Series B Convertible Preferred Stock (the “Certificate of Designation”) and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13September 12, 20082007. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13May 8, 2008 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance Line of Debentures of the Company (“the “Debentures”) to the Holder pursuant to the terms of the Securities Purchase Credit Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and the Holder dated on or about June 13, 2008of the Company of date even herewith (the “Line of Credit Agreement”). Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Beneficial Ownership Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender offer price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initioinitio and the Company shall immediately refund to Holder any and all amounts paid to the Company in respect of such Exercise.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13March 15, 2008 2011 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Facility Agreement (“the “DebenturesFacility Agreement”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder Deerfield Private Design International II, L.P., Deerfield Private Design Fund II, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Special Situations Fund International Limited, each dated on or about June 13March 15, 20082011, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice ) (including shares held by any “group” of Exercise includes a signed representation by which the Holder that the issuance is a member, but excluding shares beneficially owned by virtue of the shares in such Notice ownership of Exercise will not violate securities or rights to acquire securities that have limitations on the Limitationright to convert, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender exercise or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice purchase similar to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99limitation set forth herein) would exceed 9.98% of the total number of shares of the Common Stock then issued and outstanding immediately after giving effect (the “9.98% Cap”), provided, however, that the 9.98% Cap shall not apply with respect to the issuance of shares of Common Stock upon pursuant to a Cashless Major Exercise (as defined below) in connection with a Major Transaction (as defined below) covered by the provisions of this Warrant Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Qualified Change of Control Transaction”) and, provided further, that the 9.98% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage held by the Holder and shall be determined in a manner consistent with the Beneficial Ownership Limitation shall continue to applyprovisions of Section 13(d) of the Exchange Act. Upon such a change by a Holder the written request of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitationHolder, the Beneficial Ownership Limitation may not be further waived by such HolderCompany shall, provided thatwithin two (2) Trading Days, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice confirm orally and in writing to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13May 3, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase six hundred forty eight thousand (648,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to two hundred sixteen thousand (6216,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period, unless the “Debentures”) to the Holder pursuant to the terms same is extended by mutual consent, in writing, of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and the Holder (the "Review Period") referenced in the Equity Line Letter of Agreement dated on or about June 13May 3, 2008. Notwithstanding anything 2000, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of an additional two hundred sixteen thousand (216,000) shares of Common Stock to be issued to Holder of the Company upon such Exercise the execution by Xxxxxx Private Equity, LLC of all Closing Documents (as defined in Section 2(a)), when added the Letter of Agreement) and shall be further exercisable as to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns remaining two hundred sixteen thousand (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph216,000) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the issuance of shares of Common Stock issuable upon Exercise of Closing Documents, or (ii) November 3, 2000. Anything in this Warrant held by to the Holdercontrary notwithstanding, as determined in accordance with Section 13(d) if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Securities Exchange Act of 1934 (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder Review Period that the issuance of legal documents for the shares in such Notice of Exercise will not violate the Limitation, transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall not be entitled return this Warrant to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage and all of Holder's rights under this Warrant shall be increased (but not decreased) to 9.99%, null and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions void and of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holderno effect, provided that, if an Event the Company has not delivered a Company Termination Notice to Xxxxxx Private Equity, LLC, prior to the expiration of Default occursthe Review Period, thereafter the Beneficial Ownership Limitation provisions ownership of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice Warrant shall irrevocably vest to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event regardless of whether a tender offer Company Termination Notice is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initiodelivered anytime thereafter.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13May 3, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance (the “Term”)Issuance. This Warrant was issued in conjunction with the issuance of Debentures of the Company (“the “Debentures”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13, 2008. Notwithstanding anything to the contrary herein, the applicable portion of Of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of purchase six hundred thousand (600,000) shares of Common Stock of the Company, the Warrant is exercisable as to two hundred thousand (200,000) shares of Common Stock of the Company after the fifteenth (15th) business day document review period, as the same may be issued extended by mutual consent, in writing, of the Company and the Holder (the "Document Review Period") referenced in the Equity Line Letter of Agreement dated May 3, 2000, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to Holder an additional two hundred thousand (200,000) shares of Common Stock of the Company upon such Exercise the execution by both the Company and Swarxx Xxxvate Equity, LLC of all Closing Documents (as defined in Section 2(a)), when added the Letter of Agreement) and shall be further exercisable as to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns remaining two 2 hundred thousand (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph200,000) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect of the Company upon the earlier of (i) the date of effectiveness of the Company's registration statement (the "Registration Statement") to be filed pursuant to the issuance of shares of Common Stock issuable upon Exercise of Closing Documents, or (ii) November 3, 2000. Anything in this Warrant held by to the Holdercontrary notwithstanding, as determined in accordance with Section 13(d) if the Company delivers written notice to Swarxx Xxxvate Equity, LLC prior to the expiration of the Securities Exchange Act of 1934 (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder Document Review Period that the issuance of legal documents for the shares in such Notice of Exercise will not violate the Limitation, transaction are unacceptable and the Company wishes to terminate the transaction (an "Unacceptable Document Notice") or if Swarxx Xxxvate Equity, LLC notifies Company in writing during the Document Review Period that, based on its due diligence review, Swarxx Xxxvate Equity, LLC elects not to proceed with its obligations under the Letter of Agreement (a "Due Diligence Notice"), Holder shall not be entitled return this Warrant to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage and all of Holder's rights under this Warrant shall be increased (but not decreased) to 9.99%, null and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions void and of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holderno effect, provided that, if an Event the Company has not delivered a Company Termination Notice to Swarxx Xxxvate Equity, LLC, prior to the expiration of Default occursthe Review Period, thereafter the Beneficial Ownership Limitation provisions ownership of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice Warrant shall irrevocably vest to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event regardless of whether a tender offer Company Termination Notice is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initiodelivered anytime thereafter.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13, 2008 2014 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six seven (67) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Facility Agreement (“the “DebenturesFacility Agreement”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder , each dated on or about June 13, 20082014, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice ) (including shares held by any “group” of Exercise includes a signed representation by which the Holder that the issuance is a member, but excluding shares beneficially owned by virtue of the shares in such Notice ownership of Exercise will not violate securities or rights to acquire securities that have limitations on the Limitationright to convert, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender exercise or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice purchase similar to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99limitation set forth herein) would exceed 9.985% of the total number of shares of the Common Stock then issued and outstanding immediately after giving effect (the “9.985% Cap”), provided, however, that the 9.985% Cap shall not apply with respect to the issuance of shares of Common Stock upon pursuant to a Cashless Major Exercise (as defined below) in connection with a Major Transaction (as defined below) covered by the provisions of this Warrant Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Non-Surviving Change of Control Transaction”) and provided, further, that the 9.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage held by the Holder and shall be determined in a manner consistent with the Beneficial Ownership Limitation shall continue to applyprovisions of Section 13(d) of the Exchange Act. Upon such a change by a Holder the written request of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitationHolder, the Beneficial Ownership Limitation may not be further waived by such HolderCompany shall, provided thatwithin two (2) Trading Days, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice confirm orally and in writing to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13, 2008 2011 (“Date of Issuance”). The term of this Warrant begins on the date that is six months after the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance June 17, 2015 (the “Term”). For clarity, this Warrant may only be exercised during the Term. This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Exchange Agreement (“the “Debentures”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase 2011 Exchange Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) dated March 28, 2011, by and between the Company and Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P., Deerfield International Limited, Deerfield Special Situations Fund, L.P. and Deerfield Special Situations Fund International Limited (collectively, the “Initial Investors”). This Warrant replaces a portion of that certain “New Warrant” (as defined in the 2010 Exchange Agreement) having a Date of Issuance of June 7, 2010 and issued to Holder in conjunction with that certain Purchase and Exchange Agreement (the “2010 Exchange Agreement”), dated on or about June 132, 20082010, and Registration Rights Agreement (the “Registration Rights Agreement”), dated June 2, 2010, each by and between the Company and the Initial Investors. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder shall not acquire, shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time thatWarrant, and only or otherwise pursuant to the terms of this Warrant, to the extent that, upon such issuance or acquisition, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if ) and the applicable Notice of Exercise includes a signed representation by the Holder that the issuance regulations of the shares in such Notice of Exercise will not violate the Limitation, Securities and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity Exchange Commission (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.the

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13January , 2008 2012 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Facility Agreement (“the “DebenturesFacility Agreement”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder , each dated on or about June 13December 29, 20082011, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice ) (including shares held by any “group” of Exercise includes a signed representation by which the Holder that the issuance is a member, but excluding shares beneficially owned by virtue of the shares in such Notice ownership of Exercise will not violate securities or rights to acquire securities that have limitations on the Limitationright to convert, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender exercise or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice purchase similar to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99limitation set forth herein) would exceed 9.985% of the total number of shares of the Common Stock then issued and outstanding immediately after giving effect (the “9.985% Cap”), provided, however, that the 9.985% Cap shall not apply with respect to the issuance of shares of Common Stock upon pursuant to a Cashless Major Exercise (as defined below) in connection with a Major Transaction (as defined below) covered by the provisions of this Warrant Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Qualified Change of Control Transaction”) to the extent that the number of shares beneficially owned by the Holder and its affiliates in the successor entity immediately following consummation of such Qualified Change of Control Transaction does not exceed 9.985% of the outstanding common stock of such successor entity and provided, further, that the 9.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage held by the Holder and shall be determined in a manner consistent with the Beneficial Ownership Limitation shall continue to applyprovisions of Section 13(d) of the Exchange Act. Upon such a change by a Holder the written request of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitationHolder, the Beneficial Ownership Limitation may not be further waived by such HolderCompany shall, provided thatwithin two (2) Trading Days, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice confirm orally and in writing to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13, 2008 ____________ (“"Date of Issuance”"). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “"Term”"). This Warrant was issued in conjunction with the issuance of Debentures of the Company (“"the “"Debentures”") to the Holder pursuant to the terms of the Securities Purchase Agreement (“"Securities Purchase Agreement”"), and the Registration Rights Agreement (“"Registration Rights Agreement”") by and between the Company and Holder dated on or about June 13November _____, 20082007. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s 's having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “"Maximum Percentage”") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “"Beneficial Ownership Limitation”"). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “"Offer”"), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “"4.99%” " shall be automatically revised immediately after such offer to read “"9.99%” " each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “"Beneficial Ownership Limitations.” " The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13January [—], 2008 2012 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance June 17, 2015 (the “Term”). For clarity, this Warrant may only be exercised during the Term. This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Exchange Agreement (“the “Debentures”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase 2012 Exchange Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) dated January 10, 2012, by and between the Company and Holder dated on or about June 13Deerfield Private Design Fund, 2008L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P., Deerfield International Limited, Deerfield Special Situations Fund, L.P. and Deerfield Special Situations Fund International Limited (collectively, the “Initial Investors”). This Warrant replaces those certain “Prior Warrants” (as defined in the 2012 Exchange Agreement) previously issued to Holder. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder shall not acquire, shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time thatWarrant, and only or otherwise pursuant to the terms of this Warrant, to the extent that, upon such issuance or acquisition, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if ) and the applicable Notice regulations of Exercise includes a signed representation the Securities and Exchange Commission (the “SEC”) (including shares held by any “group” of which the Holder that the issuance is a member, but excluding shares beneficially owned by virtue of the shares in such Notice ownership of Exercise will not violate convertible securities or rights to acquire securities that have limitations on the Limitationright to convert, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender exercise or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice purchase similar to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99limitation set forth herein) would exceed 9.98% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.total

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13, 2008 ___(“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is sixty-six (6) years after month anniversary of the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Loan Agreement (“the “DebenturesLoan Agreement”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company Company, Deerfield Private Design Fund, L.P. and Holder certain other parties, each dated on or about June 13July 18, 20082007, entered into in conjunction herewith. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during If at any time that, after the date hereof Holder and only to the extent that, the number of shares its Affiliates and any other persons or entities whose beneficial ownership of Common Stock to would be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to aggregated with the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time for purposes of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice ) (including shares held by any “group” of Exercise includes a signed representation by which the Holder that the issuance is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall collectively beneficially own less than 9.98% of the total number of shares in such Notice of Exercise will not violate Common Stock of the LimitationCompany then issued and outstanding, and then Holder may deliver a written notice to the Company (the “9.98% Notice”) providing that Holder irrevocably elects to be subject to the following provision of this paragraph. “Notwithstanding anything herein to the contrary, the Company shall not be entitled issue to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%Holder, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 the Holder may be waived by such Holdernot acquire, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the a number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise exercise of this Warrant held by to the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided extent that, if an Event of Default occursupon such exercise, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect then beneficially owned by the Holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the issuance limitation set forth herein) would exceed 9.98% of the total number of shares of Common Stock upon Exercise then issued and outstanding. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Warrants Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage held by the Holder and shall be determined in a manner consistent with the provisions of this Section 1 shall continue to apply13(d) of the Exchange Act. The limitations on Exercise set forth in this subsection are referred to as Upon the “Beneficial Ownership Limitations.” The provisions written request of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, providedthe Company shall, however, that within two (2) Trading Days confirm orally and in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying writing to the Company Holder the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initionumber of shares of Common Stock then outstanding.”

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13March 2, 2008 2001 (“"Date of Issuance”"). The term of this Warrant begins on is seven (7) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase one hundred nineteen thousand (119,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to seventy-nine thousand three hundred thirty-four (679,334) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company anytime during the Exercise Period and shall be further exercisable as to the remaining thirty-nine thousand six hundred sixty-six (“39,666) shares of Common Stock of the “Debentures”Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to the Holder be filed pursuant to the terms Amended and Restated Investment Agreement executed by the Company and Swartz Private Equity, LLC ("Swartz") pursuant to the Equity Line Xxxxxx of the Securities Purchase Agreement (“Securities Purchase Agreement”)dated on or xxxxx September 5, and the Registration Rights Agreement (“Registration Rights Agreement”) by and 2000, between the Company and Holder dated on Swartz, or about June 13(ii) March 5, 20082001. Notwithstanding anything to the contrary xxxxxary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13August 29, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is ten (10) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase one million two hundred thousand (1,200,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to four hundred thousand (6400,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period, unless the “Debentures”) to the Holder pursuant to the terms same is extended by mutual consent, in writing, of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder (the "Review Period") referenced in the Equity Line Letter of Agreement dated on or about June 13August 23, 20082000, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to an additional four hundred thousand (400,000) shares of Common Stock of the Company upon the execution by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining four hundred thousand (400,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) February 23, 2001. Anything in this Warrant to the contrary notwithstanding, if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, provided that, if the Company has not delivered a Company Termination Notice to Xxxxxx Private Equity, LLC, prior to the expiration of the Review Period, ownership of this Warrant shall irrevocably vest to the Holder, regardless of whether a Company Termination Notice is delivered anytime thereafter. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13XX , 2008 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six four (64) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with as part of the issuance of Debentures Units of the Company (“the “Debentures”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13xxx, 2008. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “4.99% Beneficial Ownership Limitation”). The 4.99% Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The In addition, the 4.99% Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the 4.99% Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” Upon such a change by a Holder of the Beneficial Ownership Limitations from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitations may not be further waived by such Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise exercise or not Exercise exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13March 26, 2008 2001 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase five million three hundred ninety (5,390,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to one million eight hundred thousand (61,800,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company beginning March 30, 2001, shall be further exercisable as to an additional one million eight hundred thousand (“1,800,000) shares of Common Stock of the “Debentures”Company upon the execution by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement ("Investment Agreement") to the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder Xxxxxx Private Equity, LLC dated on or about June 13May 4, 20082000 and shall be further exercisable as to the remaining one million seven hundred ninety (1,790,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company’s registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) September 8, 2001. Anything in this Warrant to the contrary notwithstanding, if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder’s rights under this Warrant shall be null and void and of no effect, provided that, if the Company has not delivered a Company Termination Notice to Xxxxxx Private Equity, LLC, prior to the expiration of the Review Period, ownership of this Warrant shall irrevocably vest to the Holder, regardless of whether a Company Termination Notice is delivered anytime thereafter. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13November , 2008 2007 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company (“the “Debentures”) to the Holder pursuant to the terms of the Securities that certain Asset Purchase Agreement (the “Securities Purchase Agreement”), ) and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company Company, Deerfield Special Situations Fund, L.P. and Holder certain other parties, each dated on or about June 13November , 20082007, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership LimitationExchange Act”) (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) would exceed 9.98% of the total number of shares of Common Stock of the Company then issued and outstanding. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”). The Beneficial Ownership Limitation shall be conclusively satisfied if , and the applicable Notice of Exercise includes a signed representation percentage held by the Holder that shall be determined in a manner consistent with the issuance provisions of Section 13(d) of the shares in such Notice Exchange Act. Upon the written request of Exercise will not violate the LimitationHolder, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the aboveshall, within two (2) Trading Days confirm orally and in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice writing to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13September 5, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is seven (7) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase one million one hundred ninety thousand (1,190,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is exercisable as to three hundred ninety-six thousand (6396,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period (the “Debentures”"Review Period") to referenced in the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13September 5, 20082000, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to an additional three hundred ninety-six thousand (396,000) shares of Common Stock of the Company upon the execution by the Company and Swartz Private Equity, LLC of an Investment Agreement, pursuant to txx Xxtter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining three hundred ninety-eight (398,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) March 5, 2001. Anything in this Warrant to the contrary notwithstanding, if the Company delivers written notice to Swartz Private Equity, LLC prior to the expiration of the Review Pxxxxx that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, provided that, if the Company has not delivered a Company Termination Notice to Swartz Private Equity, LLC, prior to the expiration of the Revixx Xxriod, ownership of this Warrant shall irrevocably vest to the Holder, regardless of whether a Company Termination Notice is delivered anytime thereafter. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13December 10, 2008 2007 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Facility Agreement (“the “DebenturesFacility Agreement”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder Deerfield Private Design International, L.P. and certain other parties, each dated on or about June 13December 10, 20082007, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership LimitationExchange Act”) (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) would exceed 9.98% of the total number of shares of Common Stock of the Company then issued and outstanding. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”). The Beneficial Ownership Limitation shall be conclusively satisfied if , and the applicable Notice of Exercise includes a signed representation percentage held by the Holder that shall be determined in a manner consistent with the issuance provisions of Section 13(d) of the shares in such Notice Exchange Act. Upon the written request of Exercise will not violate the LimitationHolder, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the aboveshall, within two (2) Trading Days confirm orally and in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice writing to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13January , 2008 2012 (“Date of Issuance”). This Warrant was issued in conjunction with that certain Facility Agreement (the “Facility Agreement”) and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and , each dated December 29, 2011, entered into in conjunction herewith. The term of this Warrant begins on the Date first business day following the four (4) year anniversary of Issuance the Facility Agreement if, as of such date (i) there is any Principal Amount (as defined in the Facility Agreement) outstanding and (ii) the Company has theretofore delivered notice of its election to extend the repayment of any of the Principal Amount until after the fifth anniversary of the Facility Agreement, and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with Notwithstanding anything herein to the issuance of Debentures of contrary, the Company (“the “Debentures”) shall not issue to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”)Holder, and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13may not acquire, 2008. Notwithstanding anything to the contrary herein, the applicable portion a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice ) (including shares held by any “group” of Exercise includes a signed representation by which the Holder that the issuance is a member, but excluding shares beneficially owned by virtue of the shares in such Notice ownership of Exercise will not violate securities or rights to acquire securities that have limitations on the Limitationright to convert, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender exercise or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice purchase similar to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99limitation set forth herein) would exceed 9.985% of the total number of shares of the Common Stock then issued and outstanding immediately after giving effect (the “9.985% Cap”), provided, however, that the 9.985% Cap shall not apply with respect to the issuance of shares of Common Stock upon pursuant to a Cashless Major Exercise (as defined below) in connection with a Major Transaction (as defined below) covered by the provisions of this Warrant Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Qualified Change of Control Transaction”) to the extent that the number of shares beneficially owned by the Holder and its affiliates in the successor entity immediately following consummation of such Qualified Change of Control Transaction does not exceed 9.985% of the outstanding common stock of such successor entity and provided, further, that the 9.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage held by the Holder and shall be determined in a manner consistent with the Beneficial Ownership Limitation shall continue to applyprovisions of Section 13(d) of the Exchange Act. Upon such a change by a Holder the written request of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitationHolder, the Beneficial Ownership Limitation may not be further waived by such HolderCompany shall, provided thatwithin two (2) Trading Days, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice confirm orally and in writing to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13November ____, 2008 2007 (“"Date of Issuance”"). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six one (61) years year after the Date of Issuance date that the initial Registration Statement (as defined in the Registration Rights Agreement) is declared effective by the Securities and Exchange Commission (the “"Term”"). This Warrant was issued in conjunction with the issuance of Debentures of the Company (“"the “"Debentures”") to the Holder pursuant to the terms of the Securities Purchase Agreement (“"Securities Purchase Agreement”"), and the Registration Rights Agreement (“"Registration Rights Agreement”") by and between the Company and Holder dated on or about June 13November ____, 20082007. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s 's having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “"Maximum Percentage”") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “"Beneficial Ownership Limitation”"). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “"Offer”"), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “"4.99%” " shall be automatically revised immediately after such offer to read “"9.99%” " each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “"Beneficial Ownership Limitations.” " The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13, 2008 [ ] (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance [TEN YEARS FROM DATE OF ISSUANCE] (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Facility Agreement (“the “Debentures”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Facility Agreement”) by and between among the Company and Holder Deerfield Private Design Fund III, L.P., dated on or about June 132, 20082014, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of Shares upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice ) (including shares held by any “group” of Exercise includes a signed representation by which the Holder that the issuance is a member, but excluding shares beneficially owned by virtue of the shares in such Notice ownership of Exercise will not violate securities or rights to acquire securities that have limitations on the Limitationright to convert, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender exercise or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice purchase similar to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99limitation set forth herein) would exceed 9.985% of the total number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by then issued and outstanding (the Holder and “9.985% Cap”)); provided that the Beneficial Ownership Limitation 9.985% Cap shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice apply to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of extent that shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue are not deemed to apply. The limitations on Exercise set forth in this subsection are referred to as the constitute “Beneficial Ownership Limitations.equity securities” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to Rule 13d-1(i) under the terms hereof after an Offer, Exchange Act and, in provided further, that the event 9.985% Cap shall not apply to an exercise effected following receipt of a cash Exercise following Major Transaction Notice (as defined below) in respect of a tender offer, Major Transaction (as defined below) described in Section 5(c)(i)(A) below in which the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer Company is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, surviving entity until consummation or (ii) cancel abandonment of such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initioMajor Transaction.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 1319, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase three million four hundred-fifty thousand (3,450,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to one million one hundred-fifty thousand (61,150,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period (the “Debentures”"Review Period") to referenced in the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 1319, 20082000, between Xxxxxx Private Equity, LLC and Company (the "Letter of Agreement") has ended, shall be further exercisable as to the an additional one million one hundred-fifty thousand (1,150,000) shares of Common Stock of the Company upon the execution by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining one million one hundred-fifty thousand (1,150,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) December 19, 2000. Anything in this Warrant to the contrary notwithstanding, if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, provided that, if the Company has not delivered a Company Termination Notice to Xxxxxx Private Equity, LLC, prior to the expiration of the Review Period, ownership of this Warrant shall irrevocably vest to the Holder, regardless of whether a Company Termination Notice is delivered anytime thereafter. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant Holder shall not be exercisable during any time that, exercise this warrant if and only to the extent that, that the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13July 10, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase seven hundred sixty thousand (760,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to two hundred fifty thousand (6250,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period (the “Debentures”"Review Period") to referenced in the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13July 10, 20082000, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to an additional two hundred fifty thousand (250,000) shares of Common Stock of the Company upon the execution by the Company and Sxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining two hundred sixty thousand (260,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) January 10, 2001. Anything in this Warrant to the contrary notwithstanding, if the Company delivers written notice to Sxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, provided that, if the Company has not delivered a Company Termination Notice to Sxxxxx Private Equity, LLC, prior to the expiration of the Review Period, ownership of this Warrant shall irrevocably vest to the Holder, regardless of whether a Company Termination Notice is delivered anytime thereafter. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June September 13, 2008 2007 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six seven (67) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Series B Preferred Stock of the Company (“the “DebenturesPreferred Stock”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”)) dated September ___, 2007, and the Certificate of Designation of Rights and Preferences of the Company’s Series B Convertible Preferred Stock (the “Certificate of Designation”) and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13September 12, 20082007. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13September 7, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase one million two hundred thousand (1,200,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to four hundred thousand (6400,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period (the “Debentures”"Review Period") to referenced in the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13September 7, 20082000, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to an additional four hundred thousand (400,000) shares of Common Stock of the Company upon the execution by the Company and Swartz Private Equity, LLC ox xx Xnvestment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining four hundred thousand (400,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) March 7, 2001. Anything in this Warrant to the contrary notwithstanding, if the Company delivers written notice to Swartz Private Equity, LLC pxxxx xo the expiration of the Review Period that the legal documents for the transaction contemplated by the Letter of Agreement are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect. Anything in this Warrant to the contrary notwithstanding, if Swartz Private Equity, LLC dxxxxxxs written notice to the Company prior to the expiration of the Review Period that it has elected not to proceed with its obligations under the Letter of Agreement (the "Due Diligence Notice"), this Warrant shall become null and void and Swartz Private Equity, LLC sxxxx xeturn it to the Company. If the Company has not delivered a Company Termination Notice to Swartz Private Equity, LLC, xxx Xxartz Private Equity, LLC hxx xxx delivered a Due Diligence Notice to the Company, prior to the expiration of the Review Period, ownership of this Warrant shall irrevocably vest to the Holder, regardless of whether a Company Termination Notice is delivered anytime thereafter. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13September ____, 2008 2007 (“"Date of Issuance”"). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six one (61) years year after the Date of Issuance date that the initial Registration Statement (as defined in the Registration Rights Agreement) is declared effective by the Securities and Exchange Commission (the “"Term”"). This Warrant was issued in conjunction with the issuance of Debentures of the Company (“"the “"Debentures”") to the Holder pursuant to the terms of the Securities Purchase Agreement (“"Securities Purchase Agreement”"), and the Registration Rights Agreement (“"Registration Rights Agreement”") by and between the Company and Holder dated on or about June 13September ____, 20082007. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s 's having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “"Maximum Percentage”") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “"Beneficial Ownership Limitation”"). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “"Offer”"), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “"4.99%” " shall be automatically revised immediately after such offer to read “"9.99%” " each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “"Beneficial Ownership Limitations.” " The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13, 2008 [ ] (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Facility Agreement (“the “DebenturesFacility Agreement”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company Company, Holder and Holder [ ], each dated on or about June 13March 17, 20082014, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice ) (including shares held by any “group” of Exercise includes a signed representation by which the Holder that the issuance is a member, but excluding shares beneficially owned by virtue of the shares in such Notice ownership of Exercise will not violate securities or rights to acquire securities that have limitations on the Limitationright to convert, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender exercise or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice purchase similar to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99limitation set forth herein) would exceed 9.985% of the total number of shares of the Common Stock then issued and outstanding immediately after giving effect (the “9.985% Cap”), provided, however, that the 9.985% Cap shall not apply with respect to the issuance of shares of Common Stock upon pursuant to a Cashless Major Exercise (as defined below) in connection with a Major Transaction (as defined below) covered by the provisions of this Warrant Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Non-Surviving Change of Control Transaction”) and provided, further, that the 9.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage held by the Holder and shall be determined in a manner consistent with the Beneficial Ownership Limitation shall continue to applyprovisions of Section 13(d) of the Exchange Act. Upon such a change by a Holder the written request of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitationHolder, the Beneficial Ownership Limitation may not be further waived by such HolderCompany shall, provided thatwithin two (2) Trading Days, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice confirm orally and in writing to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13February 24, 2008 2014 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six seven (67) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Facility Agreement (“the “DebenturesFacility Agreement”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder Deerfield Private Design Fund II, L.P., Deerfield Private Design International, II, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L. P., each dated on or about June 13February 24, 20082014, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice ) (including shares held by any “group” of Exercise includes a signed representation by which the Holder that the issuance is a member, but excluding shares beneficially owned by virtue of the shares in such Notice ownership of Exercise will not violate securities or rights to acquire securities that have limitations on the Limitationright to convert, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender exercise or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice purchase similar to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99limitation set forth herein) would exceed 9.985% of the total number of shares of the Common Stock then issued and outstanding immediately after giving effect (the “9.985% Cap”), provided, however, that the 9.985% Cap shall not apply with respect to the issuance of shares of Common Stock upon pursuant to a Cashless Major Exercise (as defined below) in connection with a Major Transaction (as defined below) covered by the provisions of this Warrant Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Non-Surviving Change of Control Transaction”) and provided, further, that the 9.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage held by the Holder and shall be determined in a manner consistent with the Beneficial Ownership Limitation shall continue to applyprovisions of Section 13(d) of the Exchange Act. Upon such a change by a Holder the written request of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitationHolder, the Beneficial Ownership Limitation may not be further waived by such HolderCompany shall, provided thatwithin two (2) Trading Days, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice confirm orally and in writing to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 1320, 2008 2024 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance January 15, 2028 (the “TermMaturity Date”)) unless terminated earlier in accordance with Section 2(g) of this Warrant. This Warrant was issued in conjunction with those certain Exchange Agreements, between the issuance Company and the holders identified therein (in such capacity, a “Holder”) (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Exchange Agreement”). The number of Debentures Warrant Shares into which this Warrant will be exercisable shall equal up to 10% of the outstanding Ordinary Shares of the Company on a fully diluted basis on the Determination Date (“with the “Debentures”) percentage calculated in accordance with the Warrant Agency Agreement). The exercise price will be set on the Determination Date and shall initially equal 175% of the FPA Price per Ordinary Share, subject to the Holder adjustment pursuant to the terms hereof (as so adjusted, the “Exercise Price”). After the Determination Date, if this Warrant has not been terminated pursuant to Section 2(g), the Company shall promptly deliver to the Warrant Agent and the Holder a notice setting forth (i) the number of Warrant Shares into which this Warrant is exercisable and (ii) the Exercise Price. The Company shall, upon the written request at any time of the Securities Purchase Agreement Holder, furnish to the Holder a like Warrant setting forth such number of Warrant Shares and Exercise Price. For the purposes of the determination of the number of Warrant Shares into which this Warrant will be exercisable and other determinations under this Warrant, “on a fully diluted basis” shall mean all Ordinary Shares outstanding as of the applicable measurement date together with all Ordinary Shares then issuable upon (i) the conversion of the First Lien Notes at the then applicable conversion rate, (ii) the conversion of the Second Lien Notes at the then applicable conversion rate, (iii) the conversion of the Company’s 6.50% Green Convertible Senior Notes due 2025 (the “Securities Purchase Agreement2025 Notes”), at the then applicable conversion rate, (iv) the exercise in full of this Warrant and all other Warrants held by the Registration Rights Agreement Holders at the then applicable Exercise Price, (“Registration Rights v) the exercise in full of the Forward Purchaser Warrant, (vi) the exercise of TZE’s option to purchase additional Ordinary Shares under the Amended and Restated Option Agreement”) , dated as of May 30, 2024, by and between the Company and Holder dated on TZE, (vii) the purchase of Forward Purchase Shares, and (viii) the full exercise, exchange, settlement or about June 13, 2008. Notwithstanding anything conversion of any other Equity Securities or debt securities of the Company that are outstanding (whether vested or unvested) as of immediately prior to the contrary hereinapplicable measurement date, the applicable portion of this Warrant shall not be exercisable during including pursuant to any time Company Equity Awards; provided that, and only all conditions to the extent thatconvertibility and/or exercisability of the Equity Securities and debt securities of the Company, shall be deemed to have been satisfied and the number of shares Ordinary Shares issuable upon exercise of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including Warrant or any other warrants or securities of Holder’s having a provision substantially similar options shall be deemed to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of be the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock Ordinary Shares issuable upon Exercise of this Warrant held by the Holder, if such securities are exercised for cash as determined in accordance with Section 13(d) of the Securities Exchange Act date of 1934 (the “Beneficial Ownership Limitation”)determination. The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion For purposes hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.:

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 1321, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase two million four hundred thousand (2,400,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to eight hundred thousand (6800,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the thirty (“30) calendar day document review period (the “Debentures”"Review Period") to referenced in the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 1321, 20082000, between Xxxxxx Private Equity, LLC and Company (the "Letter of Agreement") has ended, shall be further exercisable as to an additional eight hundred thousand (800,000) shares of Common Stock of the Company upon the execution by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining eight hundred thousand (800,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company’s registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) December 21, 2000. Anything in this Warrant to the contrary notwithstanding, if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder’s rights under this Warrant shall be null and void and of no effect, provided that, if the Company has not delivered a Company Termination Notice to Xxxxxx Private Equity, LLC, prior to the expiration of the Review Period, ownership of this Warrant shall irrevocably vest to the Holder, regardless of whether a Company Termination Notice is delivered anytime thereafter. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant Holder shall not be exercisable during any time that, exercise this warrant if and only to the extent that, that the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13April 29, 2008 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with that certain Facility Agreement (the issuance of Debentures “Facility Agreement”) by and between the Company and Deerfield Private Design Fund, L.P., a Delaware limited partnership, and Deerfield Private Design International, L.P., a limited partnership organized under the laws of the Company British Virgin Islands (individually, a “Lender” and together, the “Debentures”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase AgreementLenders”), and the that certain Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder the Lenders, each dated on or about June 13April 29, 2008, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent [***] Confidential Treatment of Redacted Portions Has Been Requested that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership LimitationExchange Act”) (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) would exceed 9.98% of the total number of shares of Common Stock then issued and outstanding. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”). The Beneficial Ownership Limitation shall be conclusively satisfied if , and the applicable Notice of Exercise includes a signed representation percentage held by the Holder that shall be determined in a manner consistent with the issuance provisions of Section 13(d) of the shares in such Notice Exchange Act. Upon the written request of Exercise will not violate the LimitationHolder, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the aboveshall, within two (2) Trading Days confirm orally and in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice writing to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13April 2, 2008 2007 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Series B Preferred Stock of the Company (“the “DebenturesPreferred Stock”) to the Holder pursuant to the terms of the Certificate of Designation of Rights and Preferences of the Series B Preferred Stock of Avicena Group, Inc. (the “Certificate of Designation”), the Securities Purchase Agreement (“Securities Purchase Agreement”), ) and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13, 2008entered into in conjunction herewith. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13September ___, 2008 2007 (“"Date of Issuance”"). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “"Term”"). This Warrant was issued in conjunction with the issuance of Debentures of the Company (“"the “"Debentures”") to the Holder pursuant to the terms of the Securities Purchase Agreement (“"Securities Purchase Agreement”"), and the Registration Rights Agreement (“"Registration Rights Agreement”") by and between the Company and Holder dated on or about June 13September ____, 20082007. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s 's having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “"Maximum Percentage”") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “"Beneficial Ownership Limitation”"). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “"Offer”"), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “"4.99%” " shall be automatically revised immediately after such offer to read “"9.99%” " each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “"Beneficial Ownership Limitations.” " The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 1323, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase eight hundred ten thousand (810,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to two hundred seventy thousand (6270,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period, or such longer period as the “Debentures”parties may mutually agree, (the "Review Period") to referenced in the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 1323, 20082000, between Xxxxxx Private Equity, LLC and Company (the "Letter of Agreement") has ended, shall be further exercisable as to the an additional two hundred seventy thousand (270,000) shares of Common Stock of the Company upon the execution by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining two hundred seventy thousand (270,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) December 23, 2000. Anything in this Warrant to the contrary notwithstanding, if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, provided that, if the Company has not delivered a Company Termination Notice to Xxxxxx Private Equity, LLC, prior to the expiration of the Review Period, ownership of this Warrant shall irrevocably vest to the Holder, regardless of whether a Company Termination Notice is delivered anytime thereafter. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant Holder shall not be exercisable during any time that, exercise this warrant if and only to the extent that, that the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13December 10, 2008 2007 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Facility Agreement (“the “DebenturesFacility Agreement”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder Deerfield Private Design Fund, L.P. and certain other parties, each dated on or about June 13December 10, 20082007, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership LimitationExchange Act”) (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) would exceed 9.98% of the total number of shares of Common Stock of the Company then issued and outstanding. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”). The Beneficial Ownership Limitation shall be conclusively satisfied if , and the applicable Notice of Exercise includes a signed representation percentage held by the Holder that shall be determined in a manner consistent with the issuance provisions of Section 13(d) of the shares in such Notice Exchange Act. Upon the written request of Exercise will not violate the LimitationHolder, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the aboveshall, within two (2) Trading Days confirm orally and in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice writing to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13April 16, 2008 2007 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company senior secured convertible debentures (“the “Debentures”) of the Company to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), ) and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13April 16, 20082007. ______________________ 1 Insert a number of shares equal to 150% times the Original Principal Amount of the Debenture divided by its Initial Conversion Price. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “4.99% Beneficial Ownership Limitation”). The 4.99% Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The In addition, the 4.99% Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the 4.99% Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” Upon such a change by a Holder of the Beneficial Ownership Limitations from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitations may not be further waived by such Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13May 22, 2008 2007 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company secured convertible debentures (“the “Debentures”) of the Company to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), ) and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13May 22, 20082007. ________________________________ 1 Insert a number of shares equal to 150% times the Original Principal Amount of the Debenture divided by its Initial Conversion Price. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “4.99% Beneficial Ownership Limitation”). The 4.99% Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The In addition, the 4.99% Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the 4.99% Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” Upon such a change by a Holder of the Beneficial Ownership Limitations from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitations may not be further waived by such Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad ab initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 1330, 2008 2007 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six seven (67) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with with1 the issuance of Debentures of the Company senior secured convertible debentures (“the “Debentures”) of the Company to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), ) and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 1330, 20082007. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13February 5, 2008 2013 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six seven (67) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Facility Agreement (“the “DebenturesFacility Agreement”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company Company, Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield Special Situations Fund, L.P. and Holder Deerfield Special Situations International Master Fund, L.P., each dated on or about June 13February 5, 20082013, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice ) (including shares held by any “group” of Exercise includes a signed representation by which the Holder that the issuance is a member, but excluding shares beneficially owned by virtue of the shares in such Notice ownership of Exercise will not violate securities or rights to acquire securities that have limitations on the Limitationright to convert, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender exercise or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice purchase similar to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99limitation set forth herein) would exceed 9.985% of the total number of shares of the Common Stock then issued and outstanding immediately after giving effect (the “9.985% Cap”), provided, however, that the 9.985% Cap shall not apply with respect to the issuance of shares of Common Stock upon pursuant to a Cashless Major Exercise (as defined below) in connection with a Major Transaction (as defined below) covered by the provisions of this Warrant Section 5(c)(i)(A)(1) below in which the Company is not the surviving entity (a “Qualified Change of Control Transaction”) to the extent that the number of shares beneficially owned by the Holder and its affiliates in the successor entity immediately following consummation of such Qualified Change of Control Transaction does not exceed 9.985% of the outstanding common stock of such successor entity and provided, further, that the 9.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage held by the Holder and shall be determined in a manner consistent with the Beneficial Ownership Limitation shall continue to applyprovisions of Section 13(d) of the Exchange Act. Upon such a change by a Holder the written request of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitationHolder, the Beneficial Ownership Limitation may not be further waived by such HolderCompany shall, provided thatwithin two (2) Trading Days, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice confirm orally and in writing to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13_________, 2008 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with as part of the issuance of Debentures Units of the Company (“the “Debentures”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13April __, 2008. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “4.99% Beneficial Ownership Limitation”). The 4.99% Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The In addition, the 4.99% Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the 4.99% Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” Upon such a change by a Holder of the Beneficial Ownership Limitations from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitations may not be further waived by such Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise exercise or not Exercise exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13May 31, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase five hundred thousand (500,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to one hundred fifty thousand (6150,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period (the “Debentures”"Review Period") to referenced in the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13May 31, 20082000, between Xxxxxx Private Equity, LLC and Company (the "Letter of Agreement") has ended, shall be further exercisable as to the an additional one hundred seventy-five thousand (175,000) shares of Common Stock of the Company upon the execution by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining one hundred seventy-five thousand (175,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) November 31, 2000. Notwithstanding anything Anything in this Warrant to the contrary hereinnotwithstanding, if the applicable portion Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, provided that, if the Company has not delivered a Company Termination Notice to Xxxxxx Private Equity, LLC, prior to the expiration of the Review Period, ownership of this Warrant shall not be exercisable during any time that, and only irrevocably vest to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) regardless of the Securities Exchange Act of 1934 (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable whether a Company Termination Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfactionis delivered anytime thereafter. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer this Warrant shall terminate with respect to enter into a merger with another entity whereby the Company shall not be the surviving entity two hundred fifty thousand (an “Offer”), then the Maximum Percentage shall be increased (but not decreased250,000) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held if both (A) the Company notifies Xxxxxx that it chooses to terminate the transaction contemplated by the Holder Investment Agreement on or prior to October 31, 2000, and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder (B) ALL of the Beneficial Ownership Limitation from such 4.99% limitation following are true on or prior to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election date of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.termination:

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13September 26, 2008 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Facility Agreement (“the “DebenturesFacility Agreement”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and the initial Holder and certain other parties, each dated on or about June 13September 26, 2008, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”) (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) would exceed 9.98% of the total number of shares of Common Stock then issued and outstanding (the “9.98% Cap”). The Beneficial Ownership Limitation shall be conclusively satisfied if For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable Notice regulations of Exercise includes a signed representation the Securities and Exchange Commission (the “SEC”), and the percentage held by the Holder that shall be determined in a manner consistent with the issuance provisions of Section 13(d) of the shares in such Notice Exchange Act. Upon the written request of Exercise will not violate the LimitationHolder, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the aboveshall, within two (2) Trading Days, confirm orally and in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice writing to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13, 2008 [ ] (“Date of Issuance”). The term exercise period of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six (6) years after the Date of Issuance November 30, 2029 (the “Term”). This Warrant was issued in conjunction with that certain Credit Agreement and Guaranty, dated as of November 30, 2023, by and among the issuance of Debentures of Company, the Company other Obligors signatory thereto, Wilmington Trust, National Association, as agent, and the Lenders (“as defined therein) party thereto from time to time (as may be amended, restated, supplemented or modified from time to time in accordance with the terms thereof, the “Debentures”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Credit Agreement”), and the Registration Rights Agreement (“in conjunction with that certain Registration Rights Agreement”) , dated November 30, 2023, by and between the Company and the Holder dated on (as may be amended, restated, supplemented or about June 13otherwise modified from time to time in accordance with the terms thereof, 2008the “Registration Rights Agreement”). Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to Holder, and Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to then beneficially owned by Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance would be aggregated with Holder’s for purposes of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) (including shares held by any “group” of which Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) would exceed 4.99% of the total number of shares of Common Stock then issued and outstanding (the “Beneficial Ownership LimitationCap”). The ; provided, however, that the Beneficial Ownership Limitation Cap shall be conclusively satisfied if only apply to the applicable Notice of Exercise includes a signed representation by the Holder extent that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled Common Stock is deemed to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (constitute an “Offer”)equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act; and provided, then the Maximum Percentage shall be increased (but not decreased) to 9.99%further, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such that Holder, upon not less than 61 days’ prior notice to the Company, to change may increase or decrease the Beneficial Ownership Limitation Cap to any amount other percentage specified, provided, however that any increase in the Beneficial Ownership Cap will not be effective until the 61st day after such notice is delivered to the Company. For purposes hereof, “group” has the meaning set forth in excess Section 13(d) of 9.99% the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage beneficially owned by Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. Upon the written request of Xxxxxx, the Company shall, within two (2) Trading Days, confirm orally and in writing to Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to applythen outstanding. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion For purposes hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.:

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 1315, 2008 2001 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase seven hundred eighty thousand (780,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to two hundred sixty thousand (6260,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period (the “Debentures”"Review Period") to referenced in the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 1315, 20082001, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to an additional two hundred sixty thousand (260,000) shares of Common Stock of the Company upon the execution by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining two hundred sixty thousand (260,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) December 15, 2001. Anything in this Warrant to the contrary notwithstanding, if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, provided that, if the Company has not delivered a Company Termination Notice to Xxxxxx Private Equity, LLC, prior to the expiration of the Review Period, ownership of this Warrant shall irrevocably vest to the Holder, regardless of whether a Company Termination Notice is delivered anytime thereafter. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13, 2008 ____________ (“"Date of Issuance”"). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six five (65) years after the Date of Issuance (the “"Term”"). This Warrant was issued in conjunction with the issuance of Debentures of the Company (“"the “"Debentures”") to the Holder pursuant to the terms of the Securities Purchase Agreement (“"Securities Purchase Agreement”"), and the Registration Rights Agreement (“"Registration Rights Agreement”") by and between the Company and Holder dated on or about June 13September _____, 20082007. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s 's having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “"Maximum Percentage”") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “"Beneficial Ownership Limitation”"). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “"Offer”"), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “"4.99%” " shall be automatically revised immediately after such offer to read “"9.99%” " each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ ' prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “"Beneficial Ownership Limitations.” " The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13July 10, 2008 2000 (“"Date of Issuance”"). The term of this Warrant begins on is five (5) years from the Date of Issuance and ends at 5:00 p.m.Issuance. Of this Warrant to purchase one hundred forty-four thousand (144,000) shares of Common Stock of the Company, New York City time, on the date that Warrant is six exercisable as to forty-eight thousand (648,000) years after the Date shares of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures Common Stock of the Company after the fifteen (“15) business day document review period (the “Debentures”"Review Period") to referenced in the Holder pursuant to the terms Equity Line Letter of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder dated on or about June 13July 10, 20082000, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to an additional forty-eight thousand (48,000) shares of Common Stock of the Company upon the execution by the Company and Sxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining forty-eight thousand (48,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) January 10, 2001. Anything in this Warrant to the contrary notwithstanding, if the Company delivers written notice to Sxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (a "Company Termination Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, provided that, if the Company has not delivered a Company Termination Notice to Sxxxxx Private Equity, LLC, prior to the expiration of the Review Period, ownership of this Warrant shall irrevocably vest to the Holder, regardless of whether a Company Termination Notice is delivered anytime thereafter. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a))exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exerciseexercise, would equal or exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holderthen outstanding, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership "4.99% Limitation”"). The Beneficial Ownership 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice of Exercise includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice of Exercise will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.

Date of Issuance and Term. This Warrant shall be deemed to be issued on June 13, 2008 2014 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is six seven (67) years after the Date of Issuance (the “Term”). This Warrant was issued in conjunction with the issuance of Debentures of the Company that certain Facility Agreement (“the “DebenturesFacility Agreement”) to the Holder pursuant to the terms of the Securities Purchase Agreement (“Securities Purchase Agreement”), and the Registration Rights Agreement (“Registration Rights Agreement”) by and between the Company and Holder Deerfield Private Design Fund II, L.P., Deerfield Private Design International, II, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L. P., each dated on or about June 13February 24, 20082014, entered into in conjunction herewith. Notwithstanding anything herein to the contrary hereincontrary, the applicable portion Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant shall not be exercisable during any time that, and only to the extent that, upon such exercise, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to the number of shares of Common Stock, if any, that then beneficially owned by the Holder otherwise beneficially owns (outside of this Warrant, and not including its Affiliates and any other warrants persons or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares entities whose beneficial ownership of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by would be aggregated with the Holder, as determined in accordance with ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “Beneficial Ownership LimitationExchange Act”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice ) (including shares held by any “group” of Exercise includes a signed representation by which the Holder that the issuance is a member, but excluding shares beneficially owned by virtue of the shares in such Notice ownership of Exercise will not violate securities or rights to acquire securities that have limitations on the Limitationright to convert, and the Company shall not be entitled to require additional documentation of such satisfaction. Notwithstanding the above, in the event that the Company receives any purchase, tender exercise or exchange offer or any offer to enter into a merger with another entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice purchase similar to the Company, to change the Beneficial Ownership Limitation to any amount not in excess of 9.99limitation set forth herein) would exceed 9.985% of the total number of shares of the Common Stock then issued and outstanding immediately after giving effect (the “9.985% Cap”), provided, however, that the 9.985% Cap shall not apply with respect to the issuance of shares of Common Stock upon pursuant to a Cashless Major Exercise (as defined below) in connection with a Major Transaction (as defined below) covered by the provisions of this Warrant Section 5(c)(i)(A) below in which the Company is not the surviving entity (a “Non-Surviving Change of Control Transaction”) and provided, further, that the 9.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage held by the Holder and shall be determined in a manner consistent with the Beneficial Ownership Limitation shall continue to applyprovisions of Section 13(d) of the Exchange Act. Upon such a change by a Holder the written request of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitationHolder, the Beneficial Ownership Limitation may not be further waived by such HolderCompany shall, provided thatwithin two (2) Trading Days, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section 1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice confirm orally and in writing to the Company, to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of Holder the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are referred to as the “Beneficial Ownership Limitationsthen outstanding.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised, or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.