Common use of Exchange, Assignment or Loss of Warrant Clause in Contracts

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of Shares of Warrant Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, the Company, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and (in the case of loss, theft, or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Securities purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the registration statement except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter(s)", and (ii)transferred to any successor to the business of the "Underwriter(s)." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in in-such instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this the Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any assignment shall be made subject to the provisions of this Section (jd) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, the Company, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and (in the case of loss, theft, or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant. Such new Warrant shall in all other respects be identical to this Warrant, including the date of like tenor and datethe end of the Exercise Period. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Securities purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the registration statement except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter(s)", and (ii)transferred to any successor to the business of the "Underwriter(s)." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in in-such instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Securities purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the registration statement except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter(s)," and (ii)transferred to any successor to the business of the "Underwriter(s)." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in in-such instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this the Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock purchasable hereunder. This Warrant may not be soldSubject to Section 11, hypothecated, assigned, any transfer or transferred prior to the date this Warrant is first exercisable. Any assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto as Exhibit B duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelledcanceled. The Holder hereof shall be entitled to transfer this Warrant without the consent of the Company. This Warrant may be divided or may be combined with other Warrants which that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "“Warrant" ” as used herein includes any Warrants warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, Warrant and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any Subject to such right of indemnification, any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Subject to Section 7, this Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without chargechange, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. hereof The term "Warrant" as used issued herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expenseexpense to the Holder, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof hereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any assignment such exchange shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form assignment form annexed hereto duly executed and executed. Subject to compliance with funds sufficient to pay any transfer tax; whereuponthe provisions of applicable law, the Company, without chargecharge to the Holder, shall execute and shall deliver a new Warrant in the name of the any assignee named in such instrument of assignment or assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the registration statement except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter", and (ii)transferred to any successor to the business of the "Underwriter." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in in-such instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the registration statement except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter", and (ii) transferred to any successor to the business of the "Underwriter." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in in-such instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is -------------------------------------------- exchangeable, without expense, at the option of the Holder, upon presentation -- and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any assignment hereof shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term terms "Warrant" and "Warrants" as used herein includes include any Warrants issued in substitution for or a replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Securities purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the Registration Statement except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter(s)", and (ii) transferred to any successor to the business of the "Underwriter(s)." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Until this Warrant is duly transferred on the books of the Company, the Company may treat the registered holder of this Warrant as absolute owner hereof for all purposes without being affected by any notice to the contrary. Each successive holder of this Warrant, or any portion of the rights represented thereby, shall be bound by the terms and conditions set forth herein. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this the Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of Common Shares of Warrant Stock purchasable hereunder. This Warrant may not be soldExcept as restricted by law or as otherwise Provided herein, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any assignment shall be made subject to and all rights hereunder are transferable by the provisions Holder in person or by duly authorized attorney on the books of Section (j) by the Company upon surrender of this Warrant Warrant, with the Form of Assignment annexed hereto duly executed, to the Company or at the office of its stock transfer agent, if any, with accompanied by payment of all transfer taxes, if any, payable in connection herewith; whereupon the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of or assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or may be combined with other Warrants warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if anyCompany, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual be the legal, valid and binding obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN. IN WITNESSS WHEREOF, the Company has caused this Warrant Certificate to be signed by its President and by its Secretary, each by a facsimile of said officers' signatures, and has caused a facsimile of its corporate seal to be imprinted hereon. WALLSTREET RACING STABLES, INC. By: /s/ Xxxxxxx X. XxXxxxxxx Xxxxxxx X. XxXxxxxxx, President ATTEST: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, Secretary ADDITIONAL PROVISIONS

Exchange, Assignment or Loss of Warrant. This Warrant is --------------------------------------- exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock purchasable hereunder. This Warrant may not be soldSubject to Sections (i) and (1), hypothecated, assigned, any transfer or transferred prior to the date this Warrant is first exercisable. Any assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto as Exhibit B duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any Subject to such right of indemnification, any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holderholder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder holder thereof to purchase in the aggregate the same number of Shares of Warrant Stock purchasable securities purchased hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior to hypothecated; however, such assignees shall be bound by all of the date this Warrant is first exercisableaforementioned restrictions. Any assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute cause to be executed and shall deliver delivered a new Warrant in the name of the assignee named in such instrument of or assignment and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of to the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations denomination in which new Warrants are to be issued and signed by the Holder holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (and, in the case of loss, theft, theft or destruction) destruction of reasonably satisfactory indemnificationindemnification including a surety bond, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Subject to the transfer limitations contained herein and to compliance with applicable laws, this Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if anyCompany, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of Shares of Warrant Stock securities purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Form of Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute cause to be executed and shall deliver delivered a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or may be combined with other Warrants which warrants that carry the same rights upon presentation hereof at the office of to the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "“Warrant" ” as used herein includes any Warrants warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (and, in the case of loss, theft, theft or destruction) , of reasonably satisfactory indemnificationindemnification including a surety bond, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute cause to be executed and will deliver delivered a new Warrant of like tenor and date. Any Although the Company may require a surety bond or other indemnity in connection with each new issuance, any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Subject to Section (q) below, this Warrant is assignable and exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This ; provided, however, that this Warrant shall not be subdivided or assigned to more than three subsequent Holders (excluding transfers to the affiliates of the initial Holder) and such non-affiliate subsequent Holders may not be sold, hypothecated, assigned, or transferred prior to the date make partial transfers of this Warrant is first exercisableWarrant. Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant promptly shall promptly be cancelled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "“Warrant" ” as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnificationindemnification including a surety bond, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Subject to Section (o) herein, but only to the extent of installments which have accrued and are exercisable, this Warrant is assignable and exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer taxtaxes, if any; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant promptly shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnificationindemnification including a surety bond, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone. This Warrant is neither assignable nor exchangeable with respect to installments which have not accrued and are not exercisable, and any actual or attempted assignment contrary to the provisions of this Warrant shall be null and void and of no effect whatsoever.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Securities purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the Registration Statementhereof except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter(s)", and (ii) transferred to any successor to the business of the "Underwriter(s)." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such insuch instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Until this Warrant is duly transferred on the books of the Company, the Company may treat the registered holder of this Warrant as absolute owner hereof for all purposes without being affected by any notice to the contrary. Each successive holder of this Warrant, or any portion of the rights represented thereby, shall be bound by the terms and conditions set forth herein. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this the Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Securities purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the registration statement except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter(s)", and (ii) transferred to any successor to the business of the "Underwriter(s)." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this the Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is --------------------------------------- exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Units purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated except in compliance with the Securities Act of 1933, as amended, and any applicable state securities laws. To the extent allowable pursuant to applicable state and federal securities laws and upon delivery of an opinion of counsel acceptable in form and substance to the date Company, this Warrant is first exercisable. may be assigned in whole or in part to officers or representatives of SJ Capital, Inc. and to any successor to the business of SJ Capital, Inc. Any assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnificationindemnification as the Company, in its discretion, may impose, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Securities purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the Registration Statement hereof except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter(s)", and (ii) transferred to any successor to the business of the "Underwriter(s)." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Until this Warrant is duly transferred on the books of the Company, the Company may treat the registered holder of this Warrant as absolute owner hereof for all purposes without being affected by any notice to the contrary. Each successive holder of this Warrant, or any portion of the rights represented thereby, shall be bound by the terms and conditions set forth herein. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this the Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is assignable and exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer taxtaxes, if any; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant promptly shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnificationindemnification including a surety bond, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Securities purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior Subject to the date this Warrant is first exercisable. Any assignment shall be made subject to compliance with the provisions of Section (j) by surrender of 10 hereof, this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, the Company, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or may be combined with other Warrants which carry of the same rights series upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, issued together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "WarrantWarrants" as used herein in this paragraph includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this the Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock purchasable hereunder. This Warrant may not be soldSubject to Section 12, hypothecated, assigned, any transfer or transferred prior to the date this Warrant is first exercisable. Any assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto as Exhibit B duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any Subject to such right of indemnification, any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Securities purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the registration statement except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter(s)", and (ii) transferred to any successor to the business of the "Underwriter(s)." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in in-such instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this the Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assignedassigned or hypothecated without the prior written consent of Company, except that it may be transferred by operation of law as a result of the death of Holder or transferred prior to the date this Warrant is first exercisablehis lawful successors. Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory satisfied indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to at the office of the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof Warrant holder to purchase in the aggregate the same number of Shares of Warrant Stock purchasable hereunder. This Warrant and the underlying securities may not be transferred, sold, hypothecated, assignedor assigned for twelve months from the Effective Date, except to (i) Selected Dealers who participated in the offering of the Shares; (ii) one or transferred prior more persons, each of whom on the date of the sale, transfer, assignment or hypothecation is an officer or partner of a Warrant holder; (iii) any successor to a Warrant holder in merger or consolidation; (iv) a purchaser of all or substantially all of the assets of a Warrant holder; and (v) a person or persons who receive such Warrant pursuant to the terms of a will or the laws of intestate succession. Following the period of one year from the date hereof, there shall be no restrictions on the sale, transfer, assignment or hypothecation of the Warrants, except as otherwise provided in this Warrant is first exercisableAgreement. Any assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer taxtax and accompanied by such other documents, in such form, as counsel for the Company reasonably may request to establish the propriety of such assignment hereunder; whereupon, the Company, without charge, shall execute and shall without charge deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and (in the case of loss, theft, or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor with identical terms, conditions and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Units purchasable hereunder. This To transfer this Warrant, the transferee shall, prior to any transfer, agree in writing, in form and substance satisfactory to the Company, to be bound by the terms of this Warrant may as if originally a party hereto and provide the Company with an opinion of counsel in such form reasonably acceptable to the Company and its counsel, that such transfer would not be soldin violation of the Securities Act of 1933, hypothecatedas amended or any applicable state securities or blue sky laws, assignedprovided however, or transferred prior to that the date Holder of this Warrant is first exercisable. Any assignment shall be made subject entitled to assign its interest in this Warrant, in whole or in part to any bona fide officer, director or employees of Holder, without obtaining an opinion of counsel or consent from the Company. Subject to the provisions of Section (j) by hereof, upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereuponor other tax payable in respect thereof, the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant or Warrants in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this the Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Securities purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the registration statement except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter(s)", and (ii) transferred to any successor to the business of the "Underwriter(s)." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in in-such instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.,

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock purchasable hereunder. This Warrant may not be soldSubject to Section 12, hypothecated, assigned, any transfer or transferred prior to the date this Warrant is first exercisable. Any assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto as Exhibit B duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "“Warrant" ” as used herein here­in includes any Warrants warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any Subject to such right of indemnification, any such new Warrant executed and delivered de­livered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Subject to Section (o) herein, this Warrant is assignable and exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant promptly shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnificationindemnification including a surety bond, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expenseexpense to the Holder, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, ENTRADE for other Warrants of different denominations entitling the Holder thereof hereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any assignment such exchange shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company ENTRADE or at the office of its stock transfer agent, if any, with the Assignment Form assignment form annexed hereto duly executed and executed. Subject to compliance with funds sufficient to pay any transfer tax; whereuponthe provisions of applicable law, the CompanyENTRADE, without chargecharge to the Holder, shall execute and shall deliver a new Warrant in the name of the any assignee named in such instrument of assignment or assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company ENTRADE or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant or into which this Warrant may be divided or exchanged. Upon receipt by the Company ENTRADE of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company ENTRADE will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assignedassigned or hypothecated except with the consent of the Company, or transferred prior to the date this Warrant is first exercisablewhich consent shall not be unreasonably withheld. Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds fund sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of or assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual be the legal valid and binding obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This Warrant is -------------------------------------------- exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any assignment hereof shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term terms "Warrant" and "Warrants" as used herein includes include any Warrants issued in substitution for or a replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.

Exchange, Assignment or Loss of Warrant. This (a) Subject to the provisions of Section 8 hereof, this Warrant is assignable and exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if anyCompany, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant promptly shall promptly be cancelledcanceled. (b) This Warrant may be divided Warrant, alone or may be combined with other Warrants which carry containing substantially the same rights terms and conditions and owned by the same Holder, is exchangeable at the option of the Holder but at the Company's sole expense, at any time prior to its expiration either by its terms or by its exercise in full upon presentation hereof at the office of and surrender to the Company at its principal office for another Warrant or at other Warrants, of different denominations but containing the office same terms and conditions as this Warrant, entitling the Holder to purchase the same aggregate number of its stock transfer agentWarrant Securities that were purchasable pursuant to the Warrant or Warrants presented and surrendered. At the time of presentation and surrender by the Holder to the Company, if any, together with the Holder also shall deliver to the Company a written notice notice, signed by the Holder, specifying the names and the denominations in which new Warrants are to be issued to the Holder. (c) The Company will execute and signed by deliver to the Holder hereof. The term "Warrant" a new Warrant containing the same terms and conditions as used herein includes any Warrants issued in substitution for or replacement of this Warrant or into which this Warrant may be divided or exchanged. Upon upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and provided that (i) in the case of loss, theft, or destruction) of , the Company receives from the Holder a reasonably PAGE 69 satisfactory indemnification, and upon surrender and cancellation (ii) in the case of this Warrant, if mutilatedmutilation, the Holder presents and surrenders this Warrant to the Company will execute and will deliver a new Warrant of like tenor and datefor cancellation. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, Company regardless of whether or not this the Warrant so that was lost, stolen, destroyed or mutilated shall be enforceable by anyone at any time. 3. Adjustments; Stock Dividends, Reclassification, Reorganization, Merger and Anti-Dilution Provisions. (a) If the Company increases or decreases the number of its issued and outstanding Warrant Securities or changes in any way the rights and privileges of such Warrant Securities, by means of (i) the payment of a dividend or the making of any other distribution on such Warrant Securities, (ii) a forward or reverse split or other subdivision of Warrant Securities, (iii) a consolidation or combination involving its Warrant Securities, or (iv) a reclassification or recapitalization involving its Warrant Securities, then the Exercise Price in effect at the time of such action and the number of Warrant Securities purchasable pursuant to this Warrant at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Securities then purchasable pursuant to this Warrant shall be increased, decreased or changed in like manner, for the same aggregate purchase price as set forth in this Warrant, as if the Warrant Securities purchasable pursuant to this Warrant immediately prior to the event at issue had been issued, outstanding, fully paid and nonassessable at the time of that event. (b) If the Company pays or makes any distribution upon its Notes payable in securities or other property, excluding money but including (without limitation) shares of any class of the Company's stock or stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible Securities"), a proportionate part of those securities or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises this Warrant. The securities and other property then deliverable to the Holder upon exercise of this Warrant shall be in the same ratio to the total securities and property set aside for the Holder as the number of Warrant Securities with respect to which the Warrant is then exercised is to the total Warrant Securities purchasable pursuant to this Warrant at the time the securities or property were set aside for the Holder. (c) If at any time enforceable the Company grants to its shareholders rights to subscribe pro rata for additional securities of the Company, whether Common Stock, Convertible Securities, debentures, or other classifications, or for any other securities, property or interests that the Holder would have been entitled to subscribe for if, immediately prior to such grant, the Holder had exercised this Warrant, then the Company shall also grant to the Holder the same subscription rights that the Holder would be entitled to if the Holder had exercised this Warrant in full immediately prior to such grant. (d) The Company shall cause effective provision to be made so that the Holder shall have the right after any event described below, by anyonethe exercise of this Warrant, to purchase for the aggregate Exercise Price described in this Warrant the kind and amount of shares of securities, and property and interests, as would be issued or payable with respect to or in exchange for the number of Warrant Securities of the Company that are then PAGE 70 purchasable pursuant to this Warrant as if such Warrant Securities had been issued to the Holder immediately before the occurrence of any of the following events: (i) the reclassification, capital reorganization, or other similar change of outstanding securities of the Company, other than as described and provided for in subsection (a) above; (ii) the merger or consolidation of the Company with one or more other corporations or other entities, other than a merger with a subsidiary or affiliate pursuant to which the Company is the continuing entity and the outstanding shares of Common Stock, including the Warrant Securities purchasable pursuant to this Warrant, are not converted or exchanged; or (iii) the spin-off of assets to a subsidiary or an affiliated entity, or the sale, lease, or exchange of a signification portion of the Company's assets, in a transaction pursuant to which the Company's shareholders of record are to receive securities or other interests in another entity. Any such provision made by the Company for adjustments with respect to this Warrant shall be as nearly equivalent to the adjustments otherwise provided for in this Warrant as is reasonably practicable. The foregoing provisions of this subsection (d) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of securities and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. (e) If any sale, lease or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder or Holders of this Warrant in accordance with Section 4. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of another entity, the provisions of subsection (d) above shall apply. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in another entity, the Holder or Holders of this Warrant shall be entitled to exercise this Warrant prior to the consummation of the event at issue and, with respect to any Warrant Securities so purchased, shall be entitled to all of the rights of the other Note holders with respect to any distribution by the Company in connection with the Termination of Business. In the event no other entity is involved and subsection (d) does not apply, all purchase rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that in no event shall that date be less than 30 days after deliver to the Holder or Holders of this Warrant of the written notice described above and in Section 4. If the termination of purchase rights under this Warrant is to occur as a result of the event, a statement to that effect shall be included in that written notice. (f) The provisions of this Section 3 shall apply to successive events that may occur from time to time but shall only apply to a particular event if it occurs prior to the expiration of this Warrant either by its terms or by its exercise in full. 4.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable(a) Any sale, without expensetransfer, at the option assignment or hypothecation of the Holderthis Warrant, upon presentation and surrender hereof to the Company whether in whole or at the office of its stock transfer agentin part, if any, for other Warrants of different denominations entitling the Holder thereof to purchase must be in the aggregate the same number of Shares of Warrant Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisablecompliance with Section 5 hereof. Any assignment assignment, transfer or hypothecation of this Warrant, whether in whole or in part, shall be made subject to by the provisions of Section (j) by presentation and surrender of this Warrant to the Company or at the office of its stock transfer agentprincipal offices, if any, with the Assignment Form annexed hereto accompanied by a duly executed Assignment Form, in the form attached hereto as Exhibit B and with funds sufficient by this reference incorporated herein. Upon the presentation and surrender of these items to pay any transfer tax; whereuponthe Company, in the event the Warrant is being transferred in its entirety, the Company, without chargeat its sole expense, shall execute and shall deliver to the new Holder or Holders a new Warrant or Warrants, containing the same terms and conditions as this Warrant, in the name of the assignee new Holder or Holders as named in such instrument of assignment the Assignment Form, and this Warrant shall promptly at that time be cancelled. This canceled, and, in the event the Warrant may be divided is being transferred in part, the Company, at its sole expense, shall execute and deliver to the new Holder or may be combined with other Warrants which carry Holders a new Warrant or Warrants, containing the same rights upon presentation hereof at terms and conditions as this Warrant, in the office name of the Company new Holder or at Holders as named in the office of its stock transfer agentAssignment Form, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, a new Warrant, containing the same terms and (in the case of loss, theft, or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of conditions as this Warrant, if mutilated, evidencing the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part right of the Company, whether or not Holder to purchase the number of Warrant Shares as to which this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyonewas not transferred.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares of Warrant Stock Securities purchasable hereunder. This Warrant may not be sold, hypothecatedtransferred, assigned, or transferred prior hypothecated until after one year from the effective date of the registration statement except that it may be (i) assigned in whole or in part to the date this Warrant is first exercisable. officers of the "Underwriter(s)", and (ii)transferred to any successor to the business of the "Underwriter(s)." Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company Company, or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in in-such instrument of assignment assignment, and this Warrant shall promptly be cancelledcanceled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.the

Exchange, Assignment or Loss of Warrant. This (a) Subject to the provisions of Section 7 hereof, this Warrant is assignable and exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder holder thereof to purchase in the aggregate the same number of shares of Preferred Shares of Warrant Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any such assignment shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if anyCompany, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant promptly shall promptly be cancelledcanceled. (b) This Warrant may be divided Warrant, alone or may be combined with other Warrants which carry containing substantially the same rights terms and conditions and owned by the same Holder, is exchangeable at the option of the Holder but at the Company's sole expense, at any time prior to its expiration either by its terms or by its exercise in full upon presentation hereof at the office of and surrender to the Company at its principal office for another Warrant or at other Warrants, of different denominations but containing the office same terms and conditions as this Warrant, entitling the Holder to purchase the same aggregate number of its stock transfer agentPreferred Shares that were purchasable pursuant to the Warrant or Warrants presented and surrendered. At the time of presentation and surrender by the Holder to the Company, if any, together with the Holder also shall deliver to the Company a written notice notice, signed by the Holder, specifying the names and the denominations in which new Warrants are to be issued to the Holder. (c) The Company will execute and signed by deliver to the Holder hereof. The term "Warrant" a new Warrant containing the same terms and conditions as used herein includes any Warrants issued in substitution for or replacement of this Warrant or into which this Warrant may be divided or exchanged. Upon upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and provided that (i) in the case of loss, theft, or destruction) of , the Company receives from the Holder a reasonably satisfactory indemnification, and upon surrender and cancellation (ii) in the case of this Warrant, if mutilatedmutilation, the Holder presents and surrenders this Warrant to the Company will execute and will deliver a new Warrant of like tenor and datefor cancellation. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, PAGE 5 Company and Holder regardless of whether or not this the Warrant so that was lost, stolen, destroyed or mutilated shall be enforceable by anyone at any time. 3. Adjustments; Stock Dividends, Reclassification, Reorganization, Merger and Anti-Dilution Provisions. (a) If the Company increases or decreases the number of its issued and outstanding Preferred Shares or changes in any way the rights and privileges of such Preferred Shares by means of (i) the payment of a dividend or the making of any other distribution on such Preferred Shares, (ii) a forward or reverse split or other subdivision of Preferred Shares, (iii) a consolidation or combination involving its Preferred Shares, or (iv) a reclassification or recapitalization involving its Preferred Shares, then the Purchase Price in effect at the time of such action and the number of Preferred Shares purchasable pursuant to this Warrant at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Preferred Shares then purchasable pursuant to this Warrant shall be increased, decreased or changed in like manner, for the same aggregate purchase price as set forth in this Warrant, as if the Preferred Shares purchasable pursuant to this Warrant immediately prior to the event at issue had been issued, outstanding, fully paid and nonassessable at the time of that event. (b) If the Company pays or makes any distribution upon its Preferred Shares payable in securities or other property, excluding money but including (without limitation) shares of any class of the Company's stock or stock or other securities convertible into or exchangeable for shares of the Company's Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible Securities"), a proportionate part of those securities or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises this Warrant. The securities and other property then deliverable to the Holder upon exercise of this Warrant shall be in the same ratio to the total securities and property set aside for the Holder as the number of Preferred Shares with respect to which the Warrant is then exercised is to the total Preferred Shares purchasable pursuant to this Warrant at the time the securities or property were set aside for the Holder. (c) If at any time enforceable the Company grants to its shareholders rights to subscribe pro rata for additional securities of the Company, whether Common Stock, Convertible Securities, debentures, or other classifications, or for any other securities, property or interests that the Holder would have been entitled to subscribe for if, immediately prior to such grant, the Holder had exercised this Warrant, then the Company shall also grant to the Holder the same subscription rights that the Holder would be entitled to if the Holder had exercised this Warrant in full immediately prior to such grant. (d) The Company shall cause effective provision to be made so that the Holder shall have the right after any event described below, by anyonethe exercise of this Warrant, to purchase for the aggregate Purchase Price described in this Warrant the kind and amount of shares of securities, and property and interests, as would be issued or payable PAGE 6 with respect to or in exchange for the number of Preferred Shares of the Company that are then purchasable pursuant to this Warrant as if such Preferred Shares had been issued to the Holder immediately before the occurrence of any of the following events: (i) the reclassification, capital reorganization, or other similar change of outstanding securities of the Company, other than as described and provided for in subsection (a) above; (ii) the merger or consolidation of the Company with one or more other corporations or other entities, other than a merger with a subsidiary or affiliate pursuant to which the Company is the continuing entity and the outstanding shares of Common Stock, including the Preferred Shares purchasable pursuant to this Warrant, are not converted or exchanged; or (iii) the spin-off of assets to a subsidiary or an affiliated entity, or the sale, lease, or exchange of a signification portion of the Company's assets, in a transaction pursuant to which the Company's shareholders of record are to receive securities or other interests in another entity. Any such provision made by the Company for adjustments with respect to this Warrant shall be as nearly equivalent to the adjustments otherwise provided for in this Warrant as is reasonably practicable. The foregoing provisions of this subsection (d) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of securities and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. 4.

Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of Shares shares of Warrant Common Stock purchasable hereunder. This Warrant may not be sold, hypothecated, assigned, or transferred prior to the date this Warrant is first exercisable. Any assignment hereof shall be made subject to the provisions of Section (j) by surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and with funds sufficient to pay any transfer tax; whereupon, whereupon the CompanyCompany shall, without charge, shall execute and shall deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term terms "Warrant" and "Warrants" as used herein includes include any Warrants issued in substitution for or a replacement of this Warrant Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, destruction or mutilation of this Warrant, and (in the case of loss, theft, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and will deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed destroyed, or mutilated shall be at any time enforceable by anyone.