Common use of Exercise and Duration of Warrant Clause in Contracts

Exercise and Duration of Warrant. (a) This Warrant will be exercisable, in whole or in part, by the registered Holder at any time and from time to time on and after the Original Issue Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will be and become void and of no value. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B (the "Exercise Notice"), appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The date such items are received by the Company is an "Exercise Date." Execution and delivery of the Exercise Notice will have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of the Warrant will shall be exercisable, in whole or in part, by the registered Holder at any time and from time to time on and or after the Original Issue Initial Issuance Date to and through and including 5:00 P.M., New York City time, on the Expiration Date. At 5:00 P.M., New York City time, on the Expiration Date, subject to fulfillment the Warrant shall be terminated and no longer outstanding; provided, however that, notwithstanding the foregoing, without any further action by or on behalf of the conditions set forth below. At Holder, the Warrant shall automatically be deemed to be exercised in full pursuant to the net exercise provisions of Section 10 effective immediately prior to such termination. (b) The Holder may exercise the Warrant by delivering, not later than 5:00 p.m., New York City time time, on any Business Day prior to the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will be and become void and principal office of no value. (b) A Holder may exercise this the Warrant by delivering to the Company Agent (i) an exercise notice, in the form attached to this Warrant as Appendix B Exhibit C hereto (the "“Exercise Notice"”), appropriately completed and duly signed by the Holder or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depository’s procedures and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this the Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 4(c) below10). The , and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” If the Exercise Notice is received by the Company is an "Warrant Agent after 5:00 p.m., New York City Time, on the specified Exercise Date." , the Warrants will be deemed to be received and exercised on the Trading Day next succeeding the Exercise Date. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New new Warrant evidencing the right to purchase the remaining number of Warrant Shares. . No ink original of any Exercise Notice shall be required, nor shall any medallion guarantee (cor other type of guarantee or notarization) The Holder will pay of any Exercise Notice be required. Upon receipt of payment of the Exercise PricePrice by the Warrant Agent or one of its agents, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, Warrant Agent or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering such agent shall promptly remit such payment to the Company this Warrant, in which event at an account designated by the Company will issue to the Holder Warrant Agent. In the number event of Warrant Shares determined as follows: X = Y [(A-B)/A] where:a “cashless exercise,” the Exercise Notice must be delivered to the Company at the address specified in Section 18 hereof.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Sections 4 and 10 of this Warrant at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration DateTime. Subject to Section 11 hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an completed and duly signed facsimile copy of the exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed and and, unless electing to exercise pursuant to the cashless exercise procedure specified in Section 4(c), (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." Execution and delivery ” Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Notice will have Warrant Shares available hereunder and the same effect as Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) trading days of the original date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant and issuance resulting in purchases of a New Warrant evidencing portion of the right to purchase the remaining total number of Warrant SharesShares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Warrant Shares purchasable from time to time hereunder. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (c) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof. (d) Under no circumstances will the Company be required to net cash settle the Warrants, the exercise of the Warrants or the Common Stock issuable upon the exercise of the Warrants. (e) The Company shall not effect the exercise of this Warrant, and the Holder will pay shall not have the Exercise Priceright to exercise this Warrant, at to the extent that after giving effect to such exercise, the Holder (together with such Xxxxxx’s affiliates) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliate) and of which portion of this Warrant is exercisable shall be in the sole election discretion of the Holder, and the submission of a Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (iin relation to other securities owned by the Holder together with any affiliate) and of which portion of this Warrant is exercisable, in casheach case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of the determination. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by certified bank check payable the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the order conversion or exercise of securities of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company including this Warrant, in which event the Company will issue to by the Holder and its affiliates since the date as of which such number of Warrant Shares determined as follows: X = Y [outstanding shares of Common Stock was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(e) to correct this paragraph (A-B)/A] where:or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Exercise and Duration of Warrant. (a) This Subject to Holder executing and complying with Exhibit C and Section 17 below, all or any part of this Warrant will shall be exercisable, in whole or in part, by the registered Holder at any time and from time to time on and or after the Original Issue Commencement Date to and through and including 5:00 p.m., New York City time, on the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time time, on the Expiration Date, the portion of this Warrant not shall be terminated and no longer outstanding; provided, however that, notwithstanding the foregoing, without any further action by or on behalf of the Holder, this Warrant shall automatically be deemed to be exercised in full pursuant to the net exercise provisions of Section 10 effective immediately prior to the Expiration Date will be and become void and of no valuesuch termination. (b) A Subject to Holder executing and complying with Exhibit C and Section 17 below, the Holder may exercise this Warrant Warrant, not later than 5:00 p.m., New York City time, on any Business Day following the Original Issue Date and prior to the Expiration Date, by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix Exhibit B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, (ii) the Investment Representation Statement in the form attached as Exhibit C hereto, appropriately completed and duly signed, and (iiiii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 4(c) below10). The , and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” If the Exercise Notice is received by the Company is an "after 5:00 p.m., New York City time, on the specified Exercise Date." , this Warrant will be deemed to be received and exercised on the Trading Day next succeeding the Exercise Date. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink original of any Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on and or after the Original Issue Initial Exercise Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will be and become void and of no value. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B Schedule 1 attached hereto (the "“Exercise Notice"”), appropriately completed and duly signed and signed. Within one (ii1) Trading Day following the date of delivery of the Exercise Notice, the Holder shall make payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 4(c) 10 below). The date on which such items are received by Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ”; provided, that if the Exercise Price is not delivered on or before one (1) Trading Day following the date of delivery of the Exercise Notice, the Exercise Date shall be deemed to be one (1) Trading Day following the date of that the Exercise Price is delivered to the Company. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) , if any. The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cashand any assignee, by certified bank check payable to the order acceptance of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event acknowledge and agree that, by reason of the Company will issue to provisions of this paragraph, following the Holder purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and or after the Original Issue Trigger Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m.6:30 P.M., New York City time time, on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and no longer outstanding; provided, however, that the Expiration Date shall be extended for each day following the Effective Date that (i) the Registration Statement is not effective or (ii) that the Company has suspended sales under the Registration Statement pursuant to Section 6.1(e) of the Purchase Agreement. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The exercised, and the date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s certification to the Company that its representations contained in Section 3.2(b), (c) and (d) of the Purchase Agreement are true and correct as of the Exercise Date as if remade in their entirety (or, in the case of any assignee Holder that is not a party to the Purchase Agreement, such assignee Holder’s certification to the Company that such representations are true and correct as to such assignee Holder as of the Exercise Date). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time on from and after the Original Issue Initial Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (b) A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 13, this Warrant, together with (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "Exercise NoticeEXERCISE NOTICE"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "Exercise DateEXERCISE DATE." Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, (i) Price in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions instructions. (d) Except as otherwise provided for herein, this Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company by virtue of the ownership hereof. (iie) Notwithstanding anything to the contrary herein, after the sixth (6th) month anniversary of the date hereof, the Company may, by presenting written notice to the Holder, require that the Holder execute and surrendering deliver to the Company this Warrantan Exercise Notice exercising all of the Warrant Shares then held by such Holder within twenty Business Days of the date of the Company's notice; provided, in which event however, that the Company will issue may only provide such notice if the daily volume weighted average price per share of the Common Stock for each of the ten consecutive Trading Days ended immediately prior to the Company's notice is equal to or greater than the Exercise Price multiplied by 1.5. At 5:00 P.M. New York City time on such 20th Business Day, the portion of this Warrant not exercised prior thereto shall be and become void and of no value, and the Holder the number of hereof shall have no right to purchase any additional Warrant Shares determined as follows: X = Y [(A-B)/A] where:hereunder.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and or after the Original Issue Vesting Date to and including the Expiration Date; provided, subject however, that the Expiration Date shall be extended for each day (i) the Registration Statement is not effective, or (ii) the Company fails to fulfillment have a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Warrant Shares upon exercise of the conditions set forth belowWarrant. At 5:00 p.m.6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "Exercise Notice"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The exercised, and the date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise Date." The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, Company shall (i) in cashkeep the Registration Statement continuously effective until the Expiration Date (including such day), by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or and (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the have a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Warrant Shares determined as follows: X = Y [(A-B)/A] where:upon exercise of the Warrant.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Section 4 of this Warrant at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this the Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." Execution and delivery ” The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Notice will have Warrant Shares available hereunder and the same effect as Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the original date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant and issuance resulting in purchases of a New Warrant evidencing portion of the right to purchase the remaining total number of Warrant SharesShares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (c) The Notwithstanding any provisions herein to the contrary, if one or more registration statements under the Securities Act providing for the resale of all shares of Common Stock underlying the Warrants have not been declared effective by the U.S. Securities and Exchange Commission, or the prospectuses forming a portion of such registration statement(s) is not then available for the resale of all such shares of Common Stock, in lieu of exercising this Warrant by payment of cash, the Holder will pay may exercise this Warrant by a cashless exercise and shall receive the Exercise Price, number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Issuer together with the properly endorsed Notice of Exercise in which event the Issuer shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (B-A) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Warrant Price. B = the closing price for the Common Stock on the Trading Day immediately preceding the date of the Notice of Exercise. (d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof. (e) The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole election discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (iin relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in cash, by certified bank check payable each case subject to the order of the CompanyBeneficial Ownership Limitation, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrantshall have no obligation to verify or confirm the accuracy of such determination. Upon the written or oral request of a Holder, in which event the Company will issue shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant Shares determined as follows: X = Y [held by the Holder and the provisions of this Section 4(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(e) to correct this paragraph (A-B)/A] where:or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Section 4 of this Warrant at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this the Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." Execution and delivery ” The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation with the final Exercise Notice will have delivered to the same effect as cancellation Company. Partial exercises of this Warrant resulting in purchases of a portion of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining total number of Warrant SharesShares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (c) Notwithstanding any provisions herein to the contrary, in lieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Issuer together with the properly endorsed Notice of Exercise in which event the Issuer shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (B-A) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Warrant Price. B = the closing price for the Common Stock on the Trading Day immediately preceding the date of the Notice of Exercise. (d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof. (e) The Holder will pay shall not have the Exercise Priceright to exercise any portion of this Warrant, at to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole election discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (iin relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in cash, by certified bank check payable each case subject to the order of the CompanyBeneficial Ownership Limitation, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrantshall have no obligation to verify or confirm the accuracy of such determination. Upon the written request of a Holder, in which event the Company will issue shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant Shares determined as follows: X = Y [held by the Holder and the provisions of this Section 4(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(e) to correct this paragraph (A-B)/A] where:or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 9 of this Warrant at any time and from time to time on and or after the Original Issue Date to and including the Expiration Datethrough, subject to fulfillment of the conditions set forth below. At 5:00 but not after, 5:30 p.m., New York City time time, on the Expiration Date. After 5:30 p.m., New York City time, on the Expiration Date, the portion (or all) of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be automatically terminated and no longer outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B Schedule 1 hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which, if permitted pursuant to Section 9 hereto, may take the form of a “cashless exercise” if so indicated in the Exercise Notice) within one (1) Business Day (as set forth in Section 4(cdefined below) belowfollowing the Exercise Date (as defined herein). The date such items are received by on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” “Business Day” as used herein means any day, other than a Saturday or Sunday and other than a day that banks in the New York, New York are generally authorized or required by applicable law to be closed. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such exercise shall constitute an agreement by the Holder to deliver the original Warrant to the Company as soon as practicable thereafter, subject to the other provisions hereof. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Sections 4 and 10 of this Warrant at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, This Warrant may also be exercised at the sole election such time by means of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, a “cashless exercise” in which event the Company will issue to the Holder shall be entitled to receive a certificate for the number of Warrant Shares determined as follows: X = Y equal to the quotient obtained by dividing [(A-B)/AB) (X)] by (A), where: (A) = the price of said Common Stock determined by reference to the last reported sale price for the Common Stock on such day on the principal securities exchange on which the Common Stock is listed or admitted to trading, or if no such sale takes place on such date, the average of the closing bid and asked prices thereof as officially reported, or, if not so listed or admitted to trading on any securities exchange, the last sale price for the Common Stock on the Nasdaq national market system on such date, or, if there shall have been no trading on such date or if the Common Stock shall not be listed on such system, the average of the closing bid and asked prices in the over-the-counter market as furnished by any FINRA member firm selected from time to time by the Company for such purpose or, if the Common Stock is not traded, then such price as is reasonably determined by the Company’s Board of Directors (the “Market Value”); (B) = the Exercise Price of this Warrant, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise. (d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof. (e) Under no circumstances will the Company be required to net cash settle the Warrants, the exercise of the Warrants or the Common Stock issuable upon the exercise of the Warrants.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and after the Original Issue Date March ___, 2006, to and including the Expiration Date; provided, subject to fulfillment however, that no such exercise shall be made until the Company has obtained the approval of the conditions set forth belowholders of a majority of its outstanding shares of Common Stock of an amendment to the Company’s Certificate of Incorporation increasing the number of its authorized shares of Common Stock to 340,000,000 shares, and the Company has filed such amendment with the Secretary of State of the State of Delaware following the giving of notices and expiration of waiting periods imposed by the State of Delaware and the U.S. Securities and Exchange Commission. At 5:00 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's ’s instructions or (ii) if at any time on or after the Initial Exercise Date (x) there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder and (y) the Market Price exceeds the Exercise Price, by means of a “cashless exercise,” by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on and or after the Original Issue Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will be and become void and of no value. (b) A The Holder may exercise this Warrant by delivering (as determined in accordance with the notice provisions hereof) to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B Schedule 1 hereto (the "“Exercise Notice"”), appropriately completed and duly signed and signed. Within one (ii1) Trading Day following the date of delivery of the Exercise Notice, the Holder shall make payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 4(c) 10 below). The date such items are received by on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ”; provided, that if the Exercise Price is not delivered on or before one (1) Trading Day following the date of delivery of the Exercise Notice, the Exercise Date shall be deemed to be one (1) Trading Day following the date that the Exercise Price is delivered to the Company. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) , if any. The Holder will pay aggregate exercise price of this Warrant, except for the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering was pre-funded to the Company on or before the Original Issue Date, and consequently no additional consideration (other than the Exercise Price) shall be required by to be paid by the Holder to effect any exercise of this Warrant, in which event the Company will issue . The Holder shall not be entitled to the Holder the number return or refund of Warrant Shares determined as follows: X = Y [(Aall, or any portion, of such pre-B)/A] where:funded exercise price under any circumstance or for any reason whatsoever.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and or after the Original Issue Date date hereof to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m.6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value; provided that, if the average of the Closing Prices for the five Trading Days immediately prior to (but not including) the Expiration Date exceeds the Exercise Price on the Expiration Date, then this Warrant shall be deemed to have been exercised in full (to the extent not previously exercised) on a “cashless exercise” basis at 6:30 P.M. New York City time on the Expiration Date if a “cashless exercise” may occur at such time pursuant to Section 10 below. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix Exhibit B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to this Section 4(c) 10 below). The , and the date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time on from and after the Original Issue initial Exercise Date (as defined below) to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (b) A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 12, this Warrant, together with (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) (A) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised pursuant to a Cash Exercise (as set forth in Section 4(c) below) or (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as set forth in Section 4(d) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The . For clarity, the Holder will pay may exercise any or all for the Exercise Price, at remaining portion of this Warrant notwithstanding that the sole election of Company has not returned a physical New Warrant certificate to the Holder, (i) in cash, by certified bank check payable to the order delivering a further Exercise Notice and tendering payment of the Company, Exercise Price (or by wire transfer of immediately available funds in accordance with the Company's instructions or (iiCashless Exercise notice) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:aforesaid.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Section 4 at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall terminate and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth exercised. The Holder shall be required to deliver the original Warrant or an indemnification undertaking with respect to such Warrant in Section 4(c) below)the case of its loss, theft or destruction in order to effect an exercise hereunder. The date such both items (i) and (ii) are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.. If as of the time of exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws (c) The Holder Company will pay not close its stockholder books or records in any manner which prevents the Exercise Price, at the sole election timely exercise of the Holder, (i) in cash, by certified bank check payable this Warrant pursuant to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:terms hereof.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in the manner permitted by Section 10 of this Warrant and as set for the below at any time and from time to time on and or after June 22, 2010, which is six months from the Original Issue Date to Date, and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (exercised, except as set forth provided in Section 4(c) below4(e). The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered, then such exercise shall constitute an undertaking by the Holder to deliver the original Warrant to the Company as soon as practicable thereafter. Execution and delivery of the Exercise Notice will with respect to less than all of the Warrant Shares hereof shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder Company will pay not close its stockholder books or records in any manner which prevents the Exercise Pricetimely exercise of this Warrant pursuant to the terms hereof. (d) Except as provided for in Section 4(e) below, at the sole election each exercise of this Warrant must be accompanied by payment in full of the Holder, (i) aggregate Exercise Price in cash, cash by certified bank check payable to the order of the Company, or by wire transfer of in immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder for the number of Warrant Shares determined being purchased by the Holder upon such exercise. (e) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as follows: X = Y [defined below) of such Common Stock on the date of exercise); (A-B)/A] where:ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and or after the Original Issue Date date hereof to and including the Expiration Date; provided, subject however, that the Expiration Date shall be extended for each day (i) the Registration Statement is not effective, or (ii) the Company fails to fulfillment have a sufficient number of the conditions set forth belowauthorized but unissued and otherwise unreserved shares of Common Stock available to issue Warrant Shares upon exercise of this Warrant. At 5:00 p.m.6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value; provided that, if the average of the Closing Prices for the five Trading Days immediately prior to (but not including) the Expiration Date exceeds the Exercise Price on the Expiration Date, then this Warrant shall be deemed to have been exercised in full (to the extent not previously exercised) on a "cashless exercise" basis at 6:30 P.M. New York City time on the Expiration Date. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "Exercise NoticeEXERCISE NOTICE"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a "cashless exercise" if so indicated in the Exercise Notice and if a "cashless exercise may occur at such time pursuant to Section 4(c) 9 below). The , and the date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "Exercise DateEXERCISE DATE." The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, Company shall (i) in cashkeep the Registration Statement continuously effective until the Expiration Date (including such day), by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or and (ii) by presenting have a sufficient number of authorized but unissued and surrendering otherwise unreserved shares of Common Stock available to the Company issue Warrant Shares upon exercise of this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:.

Exercise and Duration of Warrant. (a) This Warrant will be exercisable, in whole or in part, by the registered Holder at any time and from time to time on and after the Original Issue Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will be and become void and of no value. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and completed, duly signed and delivered in compliance with Section 13, and (ii) if applicable, payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c5(b) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. At 5:00 P.M. New York City time on the Expiration Date, any unexercised portion of this Warrant shall be and become void and of no value. (cb) The Holder will shall pay the Exercise Price, at the sole election of the Holder, (i) Price in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions or ’s instructions. (c) If at any time (i) this Warrant is exercised after eighteen (18) months from the date of issuance of this Warrant but before the Expiration Date and (ii) by presenting and surrendering on the Trading Day immediately preceding the Holder's delivery of an Exercise Notice in respect of such exercise, a Registration Statement (as defined in the Purchase Agreement) covering the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for the resale of such Unavailable Warrant Shares, the Holder of this Warrant also may exercise this Warrant as to any or all of such Unavailable Warrant Shares and, in lieu of making the cash payment otherwise contemplated to be made to the Company this Warrantupon such exercise in payment of the aggregate Exercise Price, in which event elect instead to receive upon such exercise a reduced number of shares of Common Stock (the Company will issue “Net Number”) determined according to the Holder following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised in a Cashless Exercise. B= the Market Price on the Trading Day immediately preceding the date of the Exercise Notice. C= the Exercise Price then in effect for the applicable Warrant Shares determined as follows: X = Y [(A-B)/A] where:at the time of such exercise. There cannot be a Cashless Exercise unless “B” exceeds “C”.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and after the Original Issue Date September 12, 2004 to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m.P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, regardless of whether this Warrant shall be returned to the Company. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "Exercise Notice"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "Exercise Date." Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) if at any time on or after the Initial Exercise Date (x) there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder and (y) the Market Price exceeds the Exercise Price, by means of a "cashless exercise", by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at during normal business hours on any time and Business Day from time to time on and or after the Original Issue Date date hereof to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m.6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall expire and be and become void and of no value; provided that, if the average of the Closing Prices for the five Trading Days immediately prior to (but not including) the Expiration Date exceeds the Exercise Price on the Expiration Date, then this Warrant shall be deemed to have been exercised in full (to the extent not previously exercised) on a “cashless exercise” basis at 6:30 P.M. New York City time on the Expiration Date. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in Section 4(c) belowthe Exercise Notice). The , and the date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." Execution and ” The Holder shall not be required to deliver the Warrant for the Warrant Shares being exercised in order to effect an exercise hereunder; provided, however, that the Holder shall deliver such Warrant (or an affidavit of loss relating thereto) within 7 Business Days following delivery of the Exercise Notice will Notice. If this Warrant shall have been exercised in part, the same effect as cancellation Company shall, at the time of delivery of the original Warrant and issuance of certificates representing the Warrant Shares being exercised, deliver to the Holder a New new Warrant evidencing the right rights of the Holder to purchase the remaining number unpurchased shares of Warrant Shares. (c) The Holder will pay the Exercise PriceCommon Stock called for by this Warrant, or at the sole election request of the Holder, (i) in cash, by certified bank check payable appropriate notation may be made on this Warrant and the same returned to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:Holder.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and or after the Original Issue Date date hereof to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 6:30 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value; provided that, if the average of the Closing Prices for the five Trading Days immediately prior to (but not including) the Expiration Date exceeds the Exercise Price on the Expiration Date, then this Warrant shall be deemed to have been exercised in full (to the extent not previously exercised) on a "cashless exercise" basis at 6:30 p.m. New York City time on the Expiration Date. (b) A Except as provided in Section 4(a), a Holder may exercise this Warrant by delivering to the Company (i) an exercise noticeExercise Notice, in the form attached to this Warrant as Appendix B hereto (the "Exercise Notice"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a "cashless exercise" if so indicated in Section 4(c) belowthe Exercise Notice). The , and the date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof), or the Warrant has been deemed to have been exercised pursuant to Section 4(a), is an "Exercise DateEXERCISE DATE." The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This Subject to Holder executing and complying with Exhibit C and Section 17 below, all or any part of this Warrant will shall be exercisable, in whole or in part, by the registered Holder at any time and from time to time on and or after the Original Issue Commencement Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time time, on the Expiration Date. At 5.00 p.m., New York City time, on the Expiration Date, the portion of this Warrant not shall be terminated and no longer outstanding; provided, however that, notwithstanding the foregoing, without any further action by or on behalf of the Holder, this Warrant shall automatically be deemed to be exercised in full pursuant to the net exercise provisions of Section 10 effective immediately prior to the Expiration Date will be and become void and of no valuesuch termination. (b) A Subject to Holder executing and complying with Exhibit C and Section 17 below, the Holder may exercise this Warrant Warrant, not later than 5:00 p.m., New York City time, on any Business Day following the Original Issue Date and prior to the Expiration Date, by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix Exhibit B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, (ii) the Investment Representation Statement in the form attached as Exhibit C hereto, appropriately completed and duly signed, and (iiiii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 4(c) below10). The , and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” If the Exercise Notice is received by the Company is an "after 5:00 p.m., New York City time, on the specified Exercise Date." , this Warrant will be deemed to be received and exercised on the Trading Day next succeeding the Exercise Date. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink original of any Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Section 4 at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay Notwithstanding any provisions herein to the Exercise Pricecontrary, at the sole election of the Holder, if (i) in cashone or more registration statements under the Securities Act providing for the resale of all shares of Common Stock underlying the Warrants has not been declared effective by the U.S. Securities and Exchange Commission, by certified bank check payable or the prospectuses forming a portion of such registration statement(s) are not then available for the resale of all such shares of Common Stock, and the Company is obligated to maintain an effective registration statement pursuant to the order Registration Rights Agreement dated as of the Original Issue Date between the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions Holder and the other investors identified therein, or (ii) all or a portion of this Warrant is being exercised by presenting and surrendering the Holder pursuant to the Company Call Right in accordance with Section 10, in lieu of exercising this WarrantWarrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Issuer together with the properly endorsed Notice of Exercise in which event the Company will Issuer shall issue to the Holder the a number of Warrant Shares determined as followsshares of Common Stock computed using the following formula: X = Y [(B-A-B)/A] where:) Where: X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Warrant Price. B = the average of the Fair Market Value for the five days immediately preceding the date of the Notice of Exercise. (d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 10 below at any time and from time to time on and or after the Original Issue Date to date hereof and through and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 5:30 p.m., New York City time time, on the Expiration Date. Notwithstanding the foregoing, the portion of this Warrant not shall automatically be deemed to be exercised in full in the form of a “cashless exercise” pursuant to the provisions of Section 10 below, without any further action on behalf of the Holder, immediately prior to the Expiration Date will be and become void and of no valuetime this Warrant would otherwise expire pursuant to the preceding sentence. The Company shall promptly thereafter deliver to the Holder the calculation made pursuant to the preceding sentence, together with any Warrant Shares to which the Holder is entitled. (b) A Without limiting the automatic “cashless exercise” contained in Section 4(a), the Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B Schedule 1 hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 10 below) within one Trading Day (as set forth defined in Section 4(c5(a) below) following the Exercise Date (as defined herein). The date such items are received by on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration DateTime. Subject to any required notices to be delivered to the Holder pursuant to the terms hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth a “Cash Exercise”) or pursuant to the Cashless Exercise procedure specified in Section 4(c) below). The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate Exercise Price, at elect instead to receive upon such exercise the sole election “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) – (A x C) B For purposes of the Holder, (i) in cash, by certified bank check payable to foregoing formula: A = the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the total number of shares of Common Stock with respect to which this Warrant Shares determined as follows: X = Y [(A-B)/A] where:is then being exercised.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 4 hereof at any time and from time to time on and or after the Original Issue Vesting Date to (as defined below) and through and including the Expiration DateTime. Subject to Section 11 hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and this Warrant shall be terminated and shall no longer be outstanding. For purposes of this Warrant, the “Vesting Date” shall be the date that the Company consummates a redemption of the Notes in accordance with Section 9(a)(ii) of the Notes. Notwithstanding the foregoing or any other provision of this Warrant, this Warrant may not be exercised by the Holder unless the Company shall have first obtained shareholder approval of the exercise of this Warrant and the issuance of the Warrant Shares if such approval is required by applicable law or applicable stock exchange rule. Additionally, as provided in the Notes, this Warrant may be subject to surrender and delivery to the Company and replacement by the Company with a Warrant substantially the same as this Warrant, but exercisable for a reduced number of Warrant Shares, in the event of a conversion or redemption (in whole or in part) of the Note with which this Warrant was issued. Notwithstanding the foregoing or any other provision of this Warrant to the contrary, this Warrant may not be exercised by the Holder unless the Company shall have first obtained shareholder approval of the exercise of this Warrant and the issuance of the Warrant Shares if such approval is required by applicable law or applicable stock exchange rule. (b) A The registered Holder may exercise this Warrant Warrant, in whole or in part, following the Vesting Date, by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, together with this Warrant, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant (to the extent such provisions are acceptable to the Australian Securities Exchange (“ASX”)), payment by certified cheque, bank draft, money order or wire transfer of immediately available Canadian funds to an account designated by the Company, of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date following the Vesting Date that such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ,” and to the extent permitted by law, such exercise shall be deemed to have been effective as at the close of business on the Exercise Date, and at such time the rights of the Holder with respect to the number of Warrant Shares with respect to which this Warrant has been exercised shall cease, and the Person or Persons in whose name or names any certificate or certificates for Warrant Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented thereby. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable If and to the order extent such right of a “cashless exercise” is acceptable to the Company, or by wire transfer of immediately available funds ASX as being in accordance with the Company's instructions ASX Listing Rules, the registered Holder may, in its sole discretion, at any time after the Vesting Date, exercise this Warrant in whole or (ii) by presenting and surrendering in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company this Warrantupon such exercise in payment of the Exercise Price pursuant to subsection 4(b) above, in which event may elect instead to receive upon such exercise the Company will issue “Net Number” of Warrant Shares determined according to the Holder following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the foregoing formula: A= the total number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:with respect to which this Warrant is then being exercised.

Exercise and Duration of Warrant. (a) This Warrant will be exercisable, in whole or in part, by the registered Holder at any time and from time to time on and after the Original Issue Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will be and become void and of no value. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and completed, duly signed and delivered in compliance with Section 13, and (ii) if applicable, payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c5(b) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. At 5:00 P.M. New York City time on the Expiration Date, any unexercised portion of this Warrant shall be and become void and of no value. (cb) The Holder will shall pay the Exercise Price, at the sole election of the Holder, (i) Price in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions ’s instructions. (c) At any time before the Expiration Date, the Holder of this Warrant also may exercise this Warrant as to any or (ii) by presenting and surrendering all of such Warrant Shares and, in lieu of making the cash payment otherwise contemplated to be made to the Company this Warrantupon such exercise in payment of the aggregate Exercise Price, in which event elect instead to receive upon such exercise a reduced number of shares of Common Stock (the Company will issue “Net Number”) determined according to the Holder following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised in a Cashless Exercise. B= the Market Price on the Trading Day immediately preceding the date of the Exercise Notice. C= the Exercise Price then in effect for the applicable Warrant Shares determined as follows: X = Y [(A-B)/A] where:at the time of such exercise. There cannot be a Cashless Exercise unless “B” exceeds “C”.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Securities, by the registered Holder at any time and from time to time on from and after the Original Issue Initial Exercise Date to and including the Expiration Date, subject to fulfillment the remaining provisions of the conditions set forth belowthis Section 4. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Securities hereunder, except to the extent set forth in the remaining provisions of this Section 4. (b) A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 13, this Warrant, together with (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares Securities as to which this Warrant is being exercised pursuant to a Cash Exercise (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Securities issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant SharesSecurities. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 10 at any time and from time to time on and or after the Original Issue Date to and through and including 5:30 p.m. New York City time, on the Expiration Date, subject . In the event that immediately prior to fulfillment the close of the conditions set forth below. At 5:00 p.m., New York City time business on the Expiration Date, the portion Closing Bid Price of one share of Common Stock (as determined in accordance with Section 10) is greater than the then applicable Exercise Price, this Warrant not shall be deemed to be automatically exercised prior on as “cashless exercise” pursuant to Section 10, and the Company shall deliver the applicable number of shares of Common Stock to the Expiration Date will be and become void and Holder pursuant to the provisions of no valueSection 10. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B Schedule 1 hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10), and the date on which the Exercise Notice is delivered to the Company (as set forth determined in Section 4(caccordance with the notice provisions hereof) belowis an “Exercise Date.” The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s certification to the Company that its representations contained in Sections 5.3, 5.4, 5.5, 5.6, 5.8 and 5.9 of the Purchase Agreement are true and correct as of the Exercise Date and the date on which Holder pays the Company the Exercise Price as if remade in their entirety (or, in the case of any transferee Holder that is not a party to the Purchase Agreement, such transferee Holder’s certification to the Company that such representations are true and correct as to such assignee Holder as of the Exercise Date). The date Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such items are received exercise shall constitute an agreement by the Holder to deliver the original Warrant to the Company is an "Exercise Date." as soon as practicable thereafter. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Section 4 at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth exercised. The Holder shall be required to deliver the original Warrant in Section 4(c) below)order to effect an exercise hereunder. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Notwithstanding anything contained herein to the contrary, the Holder will pay may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, at elect instead to receive upon such exercise the sole election “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder, (i) in cash, by certified bank check payable to foregoing formula: A= the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the total number of shares with respect to which this Warrant Shares determined as follows: X = Y [(A-B)/A] where:is then being exercised.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and after the Original Issue Date to through and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m.P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "Exercise NoticeEXERCISE NOTICE"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "Exercise DateEXERCISE DATE." Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, cash or by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions Company or (ii) if at any time on or after the Original Issue Date (x) there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder and (y) the Market Price exceeds the Exercise Price, by means of a "cashless exercise", by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [{(A-B)/A] } where:: X = the number of Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant is being exercised. A = the Market Price on the Exercise Date. B = the Exercise Price (d) If an exercise of this Warrant is to be made in connection with a registered public offering or sale of the Company, such exercise may, at the election of the Holder, be conditioned on the consummation of the public offering or sale of the Company, in which case such exercise shall not be deemed effective until the consummation of such transaction.

Exercise and Duration of Warrant. (a) This Subject to Holder executing and complying with Exhibit C and Section 17 below, all or any part of this Warrant will shall be exercisable, in whole or in part, by the registered Holder at any time and from time to time on and or after the Original Issue Commencement Date to and through and including 5:00 p.m., New York City time, on the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time time, on the Expiration Date, the portion of this Warrant not shall be terminated and no longer outstanding; provided, however that, notwithstanding the foregoing, without any further action by or on behalf of the Holder, this Warrant shall automatically be deemed to be exercised in full pursuant to the net exercise provisions of Section 10 effective immediately prior to the Expiration Date will be and become void and of no valuesuch termination. (b) A Subject to Holder executing and complying with Exhibit C and Section 17 below, the Holder may exercise this Warrant Warrant, not later than 5:00 p.m., New York City time, on any Business Day following the Original IssueDate and prior to the Expiration Date, by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix Exhibit B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, (ii) the Investment Representation Statement in the form attached as Exhibit C hereto, appropriately completed and duly signed, and (iiiii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 4(c) below10). The , and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” If the Exercise Notice is received by the Company is an "after 5:00 p.m., New York City time, on the specified Exercise Date." , this Warrant will be deemed to be received and exercised on the Trading Day next succeeding the Exercise Date. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink original of any Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and after the Original Issue Initial Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (b) . A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and completed, duly signed and delivered in compliance with Section 13, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) . The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's ’s instructions or (ii) if at any time on or after the Initial Exercise Date the Market Price exceeds the Exercise Price, by means of a “cashless exercise”, by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:: X = the number of Warrant Shares to be issued to the Holder upon such cashless exercise; Y = the number of Warrant Shares with respect to which this Warrant is being exercised; A = the Market Price on the Exercise Date; and B = the Exercise Price. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. By written notice to the Company, the Holder may waive the provisions of this Section 4(d), but any such waiver will not be effective until the 61st day after delivery of such notice. For purposes of this section and the calculation required hereunder, the Company shall rely upon the accuracy of the information provided in the Exercise Notice.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 4 hereof at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration DateTime. Subject to Section 11 hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and this Warrant shall be terminated and shall no longer be outstanding. Notwithstanding the foregoing or any other provision of this Warrant to the contrary, this Warrant may not be exercised by the Holder unless the Company shall have first obtained shareholder approval of the exercise of this Warrant and the issuance of the Warrant Shares if such approval is required by applicable law or applicable stock exchange rule. (b) A The registered Holder may exercise this Warrant Warrant, in whole or in part, by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, together with this Warrant, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant (to the extent such provisions are acceptable to the Australian Securities Exchange (“ASX”)), payment by certified cheque, bank draft, money order or wire transfer of immediately available Canadian funds to an account designated by the Company, of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date,” and to the extent permitted by law, such exercise shall be deemed to have been effective as at the close of business on the Exercise Date, and at such time the rights of the Holder with respect to the number of Warrant Shares with respect to which this Warrant has been exercised shall cease, and the Person or Persons in whose name or names any certificate or certificates for Warrant Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented thereby." The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable If and to the order extent such right of a “cashless exercise” is acceptable to the Company, or by wire transfer of immediately available funds ASX as being in accordance with the Company's instructions ASX Listing Rules, the registered Holder may, in its sole discretion, exercise this Warrant in whole or (ii) by presenting and surrendering in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company this Warrantupon such exercise in payment of the Exercise Price pursuant to subsection 4(b) above, in which event may elect instead to receive upon such exercise the Company will issue “Net Number” of Warrant Shares determined according to the Holder following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:with respect to which this Warrant is then being exercised.

Exercise and Duration of Warrant. (aA) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and after the Original Issue Initial Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (bB) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix APPENDIX B (the "Exercise NoticeEXERCISE NOTICE"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(cSECTION 4(D) below). The , and the date such items are received by the Company is an "Exercise DateEXERCISE DATE." Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (cC) At any time at which the Market Price of the Company's Common Stock exceeds $5.00, as adjusted for stock splits, combinations, recapitalizations and the like, the Company may elect to call this Warrant; provided however, the Company may not call this Warrant unless the Registration Statement is effective. The Company shall provide the Holder with prompt notice of its election to call the Warrant. Effective as of such election, the Holder shall be deemed to have exercised this Warrant by means of a "cashless exercise" pursuant to SECTION 4(D) below. Upon such election by the Company, no action need be taken by the Holder in order to effect the exercise of this Warrant, and this Warrant shall be deemed to have been presented and surrendered to the Company. (D) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) if on or after the one (1) year anniversary of the Original Issue Date (x) there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder and (y) the Market Price exceeds the Exercise Price, by means of a "cashless exercise", by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time on from and after the Original Issue Initial Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (b) A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 13, this Warrant, together with (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, (i) Price in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions ’s instructions. (d) Except as otherwise provided for herein, this Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company by virtue of the ownership hereof. (iie) Notwithstanding anything to the contrary herein, after the Initial Exercise Date, the Company may, by presenting written notice to the Holder, require that the Holder execute and surrendering deliver to the Company this Warrantan Exercise Notice exercising all of the Warrant Shares then held by such Holder within twenty Business Days of the date of the Company’s notice; provided, in which event however, that the Company will issue may only provide such notice if the daily volume weighted average price per share of the Common Stock for each of the ten consecutive trading days ended immediately prior to the Company’s notice is equal to or greater than the Exercise Price multiplied by 1.5. At 5:00 P.M. New York City time on such 20th Business Day, the portion of this Warrant not exercised prior thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (f) The Holder understands that, until such time as the Registration Statement has been declared effective or the Warrant Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the certificates representing any Warrants Shares issued upon exercise of this Warrant Shares determined as followswill bear a restrictive legend in substantially the following form: X = Y [“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (A-B)/A] where:THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time on from and after the Original Issue Initial Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (b) A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 14, this Warrant, together with (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "Exercise NoticeEXERCISE NOTICE"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "Exercise DateEXERCISE DATE." Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, (i) Price in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions instructions. (d) Except as otherwise provided for herein, this Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company by virtue of the ownership hereof. (iie) Notwithstanding anything to the contrary herein, after the Initial Exercise Date, the Company may, by presenting written notice to the Holder, require that the Holder execute and surrendering deliver to the Company this Warrantan Exercise Notice exercising all of the Warrant Shares then held by such Holder within twenty Business Days of the date of the Company's notice; provided, in which event however, that the Company will issue may only provide such notice if the daily volume weighted average price per share of the Common Stock for each of the ten consecutive trading days ended immediately prior to the Company's notice is equal to or greater than the Exercise Price multiplied by 1.5. At 5:00 P.M. New York City time on such 20th Business Day, the portion of this Warrant not exercised prior thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (f) The Holder understands that, until such time as the Registration Statement has been declared effective or the Warrant Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the certificates representing any Warrants Shares issued upon exercise of this Warrant Shares determined as followswill bear a restrictive legend in substantially the following form: X = Y ["THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (A-B)/A] where:THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS."

Exercise and Duration of Warrant. (a) 4.1. This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time on from and after the Original Issue initial Exercise Date (as defined below) to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (b) 4.2. A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 13, this Warrant, together with (i) an exercise notice, substantially in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) (A) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised pursuant to a Cash Exercise (as set forth in Section 4(c) below) or (B) if available pursuant to Section 4(d) below, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as set forth in Section 4(d) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The . For clarity, the Holder will pay may exercise any or all for the Exercise Price, at remaining portion of this Warrant notwithstanding that the sole election of Company has not returned a physical New Warrant certificate to the Holder, (i) in cash, by certified bank check payable to the order delivering a further Exercise Notice and tendering payment of the Company, Exercise Price (or by wire transfer of immediately available funds in accordance with the Company's instructions or (iiCashless Exercise notice) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:aforesaid.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and after the Original Issue Date to through and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m.P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, regardless of whether this Warrant shall be returned to the Company. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "Exercise NoticeEXERCISE NOTICE"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "Exercise DateEXERCISE DATE." Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) if at any time on or after the Original Issue Date, (x) there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder and (y) the Market Price exceeds the Exercise Price, by means of a "cashless exercise", by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and after the Original Issue Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "Exercise NoticeEXERCISE NOTICE"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "Exercise DateEXERCISE DATE." Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) if at any time on or after the Original Issue Date (x) there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder and (y) the Market Price exceeds the Exercise Price, by means of a "cashless exercise", by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: [FORM OF WARRANT] X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and after the six month anniversary of the Original Issue Date to and including the Expiration Date; provided, subject however, that the Expiration Date shall be extended for each day (i) the Registration Statement is not effective, or (ii) the Company fails to fulfillment have a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Warrant Shares upon exercise of the conditions set forth belowWarrant. At 5:00 p.m.6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value; provided that, if the Market Price on the Trading Day immediately prior to (but not including) the Expiration Date exceeds the Exercise Price on the Expiration Date, then this Warrant shall be deemed to have been exercised in full (to the extent not previously exercised) on a “cashless exercise” basis at 6:30 P.M. New York City time on the Expiration Date if a “cashless exercise” may occur at such time pursuant to Section 4(c) below. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 4(c) below). The , and the date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, (i) Price in cash, cash or by certified bank check payable to the order of the Company; proved, or however, that the holder may satisfy its obligation to pay the Exercise Price through a “cashless exercise” if the Market Price exceeds the Exercise Price, by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrantshares of Common Stock or other securities issued by the Company, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [{(A-B)/A] } where:: X = the number of Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant is being exercised. A = the Market Price on the Exercise Date. B = the Exercise Price For purposes of Rule 144 promulgated under the Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Original Issue Date. (d) The Company shall reserve a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Warrant Shares upon exercise of the Warrant. (e) The Company will, at the time of any exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing its continuing obligation to afford to the Holder any rights (including, without limitation, any right to registration of the Warrant Shares) to which the Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant, provided that if the Holder of this Warrant shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford the Holder any such rights. (f) If an exercise of this Warrant is to be made in connection with a registered public offering or sale of the Company, such exercise may, at the election of the Holder, be conditioned on the consummation of the public offering or sale of the Company, in which case such exercise shall not be deemed effective until the consummation of such transaction.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on and or after the Original Issue Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will be and become void and of no value. (b) A The Holder may exercise this Warrant by delivering (as determined in accordance with the notice provisions hereof) to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B Schedule 1 hereto (the "“Exercise Notice"”), appropriately completed and duly signed and signed. Within one (ii1) Trading Day following the date of delivery of the Exercise Notice, the Holder shall make payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 4(c) 10 below). The date such items are received by on which the Notice of Exercise is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” provided, that if the Exercise Price is not delivered on or before one (1) Trading Day following the date of delivery of the Exercise Notice, the Exercise Date shall be deemed to be one (1) Trading Day following the date that the Exercise Price is delivered to the Company. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) , if any. The Holder will pay aggregate exercise price of this Warrant, except for the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering was pre-funded to the Company on or before the Original Issue Date, and consequently no additional consideration (other than the Exercise Price) shall be required by to be paid by the Holder to effect any exercise of this Warrant, in which event the Company will issue . The Holder shall not be entitled to the Holder the number return or refund of Warrant Shares determined as follows: X = Y [(Aall, or any portion, of such pre-B)/A] where:funded exercise price under any circumstance or for any reason whatsoever.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time on from and after the Original Issue Initial Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (b) A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 13, this Warrant, together with (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "Exercise NoticeEXERCISE NOTICE"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "Exercise DateEXERCISE DATE." Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, (i) Price in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions instructions. (d) Except as otherwise provided for herein, this Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company by virtue of the ownership hereof. (iie) Notwithstanding anything to the contrary herein, after the eighteenth (18th) month anniversary of the date hereof, the Company may, by presenting written notice to the Holder, require that the Holder execute and surrendering deliver to the Company this Warrantan Exercise Notice exercising all of the Warrant Shares then held by such Holder within twenty Business Days of the date of the Company's notice; provided, in which event however, that the Company will issue may only provide such notice if the daily volume weighted average price per share of the Common Stock for each of the ten consecutive trading days ended immediately prior to the Company's notice is equal to or greater than the Exercise Price multiplied by two (2). At 5:00 P.M. New York City time on such 20th Business Day, the portion of this Warrant not exercised prior thereto shall be and become void and of no value, and the Holder the number of hereof shall have no right to purchase any additional Warrant Shares determined as follows: X = Y [(A-B)/A] where:hereunder.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and after the Original Issue Initial Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m.P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, regardless of whether this Warrant shall be returned to the Company. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix APPENDIX B (the "Exercise NoticeEXERCISE NOTICE"), appropriately completed and duly signed, delivered or by facsimile, PROVIDED that signed originals follow within three Trading Days, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "Exercise DateEXERCISE DATE." Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, cash or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) if at any time the Market Price exceeds the Exercise Price, by means of a "cashless exercise," by presenting and surrendering to the Company this Warrant, in whole or in part, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time on from and after the Original Issue initial Exercise Date (as defined below) to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (b) A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 13, this Warrant, together with (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) (A) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised pursuant to a Cash Exercise (as set forth in Section 4(c) below) or (B) if available pursuant to Section 4(d) below, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as set forth in Section 4(d) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The . For clarity, the Holder will pay may exercise any or all for the Exercise Price, at remaining portion of this Warrant notwithstanding that the sole election of Company has not returned a physical New Warrant certificate to the Holder, (i) in cash, by certified bank check payable to the order delivering a further Exercise Notice and tendering payment of the Company, Exercise Price (or by wire transfer of immediately available funds in accordance with the Company's instructions or (iiCashless Exercise notice) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:aforesaid.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Section 4 at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay Notwithstanding any provisions herein to the Exercise Pricecontrary, at the sole election of the Holder, if (i) in cashone or more registration statements under the Securities Act providing for the resale of all shares of Common Stock underlying the Warrants has not been declared effective by the U.S. Securities and Exchange Commission, by certified bank check payable or the prospectuses forming a portion of such registration statement(s) are not then available for the resale of all such shares of Common Stock, and the Company is obligated to maintain an effective registration statement pursuant to the order Registration Rights Agreement dated as of the Original Issue Date between the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions Holder and the other investors identified therein, or (ii) all or a portion of this Warrant is being exercised by presenting and surrendering the Holder pursuant to the Company Call Right in accordance with Section 10, in lieu of exercising this WarrantWarrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Issuer together with the properly endorsed Notice of Exercise in which event the Company will Issuer shall issue to the Holder the a number of shares of Common Stock computed using the following formula: (d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant Shares determined as follows: X = Y [(A-B)/A] where:pursuant to the terms hereof.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time beginning on and the date that is 181 days after the Original Issue Date to and through and including 5:30 P.M., New York City time, on the Expiration Date, subject to fulfillment of the conditions set forth belowand restrictions contained in this Warrant. At 5:00 p.m.5:30 P.M., New York City time time, on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and no longer outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B Schedule 1 hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 4(c) 10 below). The date such items are received by on which the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” Within two (2) days following the delivery of the Exercise Notice (the “Payment Deadline”), the Holder shall make payment with respect to the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised; provided that the Company’s obligations to deliver such Warrant Shares shall be delayed on a day-for-day basis each day after the Payment Deadline such payment of the Exercise Price is not paid. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. (c) The Holder will pay Notwithstanding any language in this Warrant to the Exercise Pricecontrary, at the sole election pursuant to Rule 5110(g) of the HolderFinancial Industry Regulatory Authority, (i) Inc., this Warrant shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in cashthe effective economic disposition of this Warrant or the Shares of Common Stock acquirable upon exercise hereof, by certified bank check payable to any person for a period of 180 days immediately following the order date of effectiveness or commencement of sales of the CompanyOffering, or by wire transfer except as provided in paragraph (g)(2) of immediately available funds in accordance with Rule 5110(g) of the Company's instructions or (ii) by presenting and surrendering to the Company this WarrantFinancial Industry Regulatory Authority, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:Inc.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration DateTime. Subject to Section 10 hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth unless cashless exercise shall have been elected in accordance with the provisions of Section 4(c) belowhereof). The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall be required to deliver the original Warrant, or any New Warrant that may have been previously issued, in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant, or any New Warrant that may have been previously issued, and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Notwithstanding any provisions herein to the contrary, in lieu of exercising this Warrant by payment of cash, the Holder will pay may exercise this Warrant by a cashless exercise and shall receive the Exercise Price, number of Warrant Shares equal to an amount (as determined below) by surrender of this Warrant at the sole election principal office of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance Company together with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, properly endorsed Exercise Notice in which event the Company will shall issue to the Holder a number of Warrant Shares computed using the following formula: Where X = the number of Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the average of the Fair Market Value for the five days immediately preceding the date of the Exercise Notice. For purposes of this Section 4(c), “Fair Market Value” means (a) if the Common Stock is then listed or quoted on a national trading market, the volume weighted average price of the Common Stock for the 20 trading days preceding such Exercise Date (b) if the Common Stock is not then listed or quoted on a national trading market and if prices for the Common Stock are then quoted on the OTC Bulletin Board, the volume weighted average price of the Common Stock for the 20 trading days preceding such Exercise Date on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the average closing bid price per share of the Common Stock for the 20 trading days preceding such Determination Date as so reported, or (d) in all other cases, the value of the Common Stock as determined as follows: X = Y [in good faith by the Company’s Board of Directors. (A-B)/A] where:d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 4 hereof at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration DateTime. Subject to Section 11 hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The registered Holder may exercise this Warrant Warrant, in whole or in part, by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by certified cheque, bank draft, money order or wire transfer of immediately available Canadian funds to an account designated by the Company, of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ,” and to the extent permitted by law, such exercise shall be deemed to have been effective as at the close of business on the Exercise Date, and at such time the rights of the Holder with respect to the number of Warrants that have been exercised as such shall cease, and the Person or Persons in whose name or names any certificate or certificates for Warrant Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented thereby. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The registered Holder will pay may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable cash payment otherwise contemplated to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering be made to the Company this Warrantupon such exercise in payment of the Exercise Price pursuant to subsection 4(b) above, in which event elect instead to receive upon such exercise the Company will issue to the Holder the number “Net Number” of Warrant Shares determined as followsaccording to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the foregoing formula: X = Y [(A-B)/A] where:A= the total number of shares with respect to which this Warrant is then being exercised.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Section 4 at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth exercised. The Holder shall be required to deliver the original Warrant in Section 4(c) below)order to effect an exercise hereunder. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Notwithstanding anything contained herein to the contrary, in the event that the Warrant Shares are not registered for resale under an effective registration statement under the Securities Act of 1933, as amended, within 12 months of the Original Issue Date, the Holder will pay may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, at elect instead to receive upon such exercise the sole election “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the Holder, (i) in cash, by certified bank check payable to foregoing formula: A= the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the total number of shares with respect to which this Warrant Shares determined as follows: X = Y [(A-B)/A] where:is then being exercised.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Section 4 at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth exercised. The Holder shall be required to deliver the original Warrant in Section 4(c) below)order to effect an exercise hereunder. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Notwithstanding anything contained herein to the contrary, if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, the Holder will pay may, in its sole discretion, exercise this Warrant for all or any portion of the Warrant Shares for which no effective registration statement is available and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, at elect instead to receive upon such exercise the sole election “Net Number” of Common Shares determined according to the following formula (a “Cashless Exercise”): For purposes of the Holder, (i) in cash, by certified bank check payable foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= the order average of the Company, or by wire transfer closing prices of the Common Shares on the three (3) Trading Days immediately available funds in accordance with preceding the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:Exercise Date.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration DateTime. Subject to Section 11 hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth unless cashless exercise shall have been elected in accordance with the provisions of Section 4(c) belowhereof). The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall be required to deliver the original Warrant, or any New Warrant that may have been previously issued, in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant, or any New Warrant that may have been previously issued, and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Notwithstanding any provisions herein to the contrary, in lieu of exercising this Warrant by payment of cash, the Holder will pay may exercise this Warrant by a cashless exercise and shall receive the Exercise Price, number of Warrant Shares equal to an amount (as determined below) by surrender of this Warrant at the sole election principal office of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance Company together with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, properly endorsed Exercise Notice in which event the Company will shall issue to the Holder a number of Warrant Shares computed using the following formula: Where X = the number of Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the average of the Fair Market Value for the five days immediately preceding the date of the Exercise Notice. For purposes of this Section 4(c), “Fair Market Value” means (a) if the Common Stock is then listed or quoted on a national trading market, the volume weighted average price of the Common Stock for the 20 trading days preceding such Exercise Date (b) if the Common Stock is not then listed or quoted on a national trading market and if prices for the Common Stock are then quoted on the OTC Bulletin Board, the volume weighted average price of the Common Stock for the 20 trading days preceding such Exercise Date on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the average bid price per share of the Common Stock for the 20 trading days preceding such Determination Date as so reported, or (d) in all other cases, the value of the Common Stock as determined as follows: X = Y [in good faith by the Company’s Board of Directors. (A-B)/A] where:d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and or after the Original Issue Initial Exercise Date and prior to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 5:30 p.m., New York City time on the Expiration Date, Date at which time the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form Form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The exercised, and the date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." Execution ” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. In the event of a partial exercise of this Warrant, execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's ’s instructions or (ii) if following the Initial Exercise Date (x) there is no effective Resale Registration Statement (as defined in the Purchase Agreement) registering the resale of the Warrant Shares by the Holder and (y) the Market Price (as defined below) exceeds the Exercise Price, by means of a “cashless exercise,” by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time on from and after the Original Issue Initial Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (b) A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 13, this Warrant, together with (i) an exercise notice, in the form attached to this Warrant hereto as Appendix APPENDIX B (the "Exercise NoticeEXERCISE NOTICE"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section SECTION 4(c) below). The , and the date such items are received by the Company is an "Exercise DateEXERCISE DATE." Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, (i) Price in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions instructions. (d) Except as otherwise provided for herein, this Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company by virtue of the ownership hereof. (iie) Notwithstanding anything to the contrary herein, after the sixth (6th) month anniversary of the date hereof, the Company may, by presenting written notice to the Holder, require that the Holder execute and surrendering deliver to the Company this Warrantan Exercise Notice exercising all of the Warrant Shares then held by such Holder within twenty Business Days of the date of the Company's notice; provided, in which event however, that the Company will issue may only provide such notice if the daily volume weighted average price per share of the Common Stock for each of the ten consecutive trading days ended immediately prior to the Company's notice is equal to or greater than the Exercise Price multiplied by 1.5. At 5:00 P.M. New York City time on such 20th Business Day, the portion of this Warrant not exercised prior thereto shall be and become void and of no value, and the Holder the number of hereof shall have no right to purchase any additional Warrant Shares determined as follows: X = Y [(A-B)/A] where:hereunder.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time on from and after the Original Issue Initial Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (b) A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 13, this Warrant, together with (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, (i) Price in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions ’s instructions. (d) Except as otherwise provided for herein, this Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company by virtue of the ownership hereof. (iie) Notwithstanding anything to the contrary herein, after the sixth (6th) month anniversary of the date hereof, the Company may, by presenting written notice to the Holder, require that the Holder execute and surrendering deliver to the Company this Warrantan Exercise Notice exercising all of the Warrant Shares then held by such Holder within twenty Business Days of the date of the Company’s notice; provided, in which event however, that the Company will issue may only provide such notice if the daily volume weighted average price per share of the Common Stock for each of the ten consecutive Trading Days ended immediately prior to the Company’s notice is equal to or greater than the Exercise Price multiplied by 1.5. At 5:00 P.M. New York City time on such 20th Business Day, the portion of this Warrant not exercised prior thereto shall be and become void and of no value, and the Holder the number of hereof shall have no right to purchase any additional Warrant Shares determined as follows: X = Y [(A-B)/A] where:hereunder.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Section 4 of this Warrant at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this the Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." Execution and delivery ” The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation with the final Exercise Notice will have delivered to the same effect as cancellation Company. Partial exercises of this Warrant resulting in purchases of a portion of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining total number of Warrant SharesShares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (c) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof. (d) The Holder will pay shall not have the Exercise Priceright to exercise any portion of this Warrant, at to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole election discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (iin relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in cash, by certified bank check payable each case subject to the order of the CompanyBeneficial Ownership Limitation, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrantshall have no obligation to verify or confirm the accuracy of such determination. Upon the written request of a Holder, in which event the Company will issue shall within two Trading Days confirm orally and in writing to the Holder the number of Warrant Shares shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as follows: X = Y [(A-B)/A] where:of which such number of outstanding shares of Common Stock was reported.

Exercise and Duration of Warrant. (a) This Subject to Holder executing and complying with Exhibit C and Section 17 below, all or any part of this Warrant will shall be exercisable, in whole or in part, by the registered Holder at any time and from time to time on and or after the Original Issue Commencement Date to and through and including 5:00 p.m., New York City time, on the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time time, on the Expiration Date, the portion of this Warrant not shall be terminated and no longer outstanding; provided, however that, notwithstanding anything to the contrary provided in this Section 4(a) or elsewhere, without any further action by or on behalf of the Holder, this Warrant shall automatically be deemed to be exercised in full pursuant to the net exercise provisions of Section 10 effective immediately prior to the Expiration Date will be and become void and of no valuesuch termination. (b) A The Holder may exercise this Warrant Warrant, not later than 5:00 p.m., New York City time, on any Business Day following the Commencement Date and prior to the Expiration Date, by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix Exhibit B hereto (the "“Exercise Notice"”), appropriately completed and duly signed, (ii) the Investment Representation Statement in the form attached as Exhibit C hereto duly signed and (iiiii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 4(c) below10). The , and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” If the Exercise Notice is received by the Company is an "after 5:00 p.m., New York City time, on the specified Exercise Date." , this Warrant will be deemed to be received and exercised on the Trading Day next succeeding the Exercise Date. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink original of any Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 4 of this Warrant at any time and from time to time on and or after the Original Issue Vesting Date to (as defined below) and through and including the Expiration DateTime. Subject to Section 11 hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. For purposes of this Warrant, the Vesting Date shall be the date that the Company consummates a redemption of the Notes in accordance with Section [*] of the Notes. Notwithstanding the foregoing or any other provision of this Warrant, this Warrant may not be exercised by the Holder unless the Company shall have first obtained shareholder approval of the exercise of this Warrant and the issuance of the Warrant Shares if such approval is required by applicable law or applicable stock exchange rule. (b) A The Holder may exercise this Warrant Warrant, in whole or in part, following the Vesting Date, by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by certified cheque, bank draft, money order or wire transfer of immediately available Canadian funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date following the Vesting Date that such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” and, to the extent permitted by law, such exercise shall be deemed to have been effective as at the close of business on the Exercise Date, and at such time the rights of the Holder with respect to the number of Warrants which have been exercised as such shall cease, and the person or persons in whose name or names any certificate or certificates for Warrant Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented thereby. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Pricemay, in its sole discretion, at any time after the sole election Vesting Date, exercise this Warrant in whole or in part and, in lieu of making the Holder, (i) in cash, by certified bank check payable cash payment otherwise contemplated to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering be made to the Company this Warrantupon such exercise in payment of the Exercise Price pursuant to subsection 4(b) above, in which event elect instead to receive upon such exercise the Company will issue to the Holder the number “Net Number” of Warrant Shares determined as followsaccording to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the foregoing formula: X = Y [(A-B)/A] where:A= the total number of shares with respect to which this Warrant is then being exercised.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and after the Original Issue Date March __, 2006, to and including the Expiration Date; provided, subject to fulfillment however, that no such exercise shall be made until (i) the Company has obtained the approval of the conditions set forth belowholders of a majority of its outstanding shares of Common Stock of an amendment to the Company’s Certificate of Incorporation increasing the number of its authorized shares of Common Stock to 340,000,000 shares, and the Company has filed such amendment with the Secretary of State of the State of Delaware following the giving of notices and expiration of waiting periods imposed by the State of Delaware and the U.S. Securities and Exchange Commission, and (ii) the Holder has exercised the $.15 Warrant (as such term is defined in the Notice) issued to the Holder in full. At 5:00 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) if at any time on or after the Initial Exercise Date (x) there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder and (y) the Market Price exceeds the Exercise Price, by means of a “cashless exercise,” by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This The registered Holder hereby agrees that all exercises of this Warrant will shall be exercisablein compliance and consistent with the provisions of the exercise limitations set forth in this Section and Schedule I to this Warrant; provided, in whole or in parthowever, that such provisions are satisfied, this Warrant shall be exercisable by the registered Holder at any time and from time to time on and after the Original Issue Date and up to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c4(d) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's ’s instructions or (ii) if (x) there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder and (y) the Market Price exceeds the Exercise Price, by means of a “cashless exercise”, by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and or after the Original Issue Earliest Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m.6:30 P.M., New York City time time, on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The date such items are received delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder unless the Holder shall deliver an affidavit of loss or such other documentation reasonably requested by the Company is an "Exercise Date." in lieu of such original Warrant in connection with any such exercise. Execution and delivery of the Exercise Notice will in respect of less than all the Warrant Shares issuable upon exercise of this Warrant shall have the same effect as cancellation of the original Warrant and issuance of a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant Warrant”), evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay This Warrant shall not be exercisable through the making of a cash payment of the Exercise Price, at but instead the sole election Holder may only exercise this Warrant by converting this Warrant into shares of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this WarrantCommon Stock, in which event the Company will issue to the Holder the number of Warrant Shares determined as followsshares of Common Stock equal to the amount resulting from the following equation: X = Y [(A-B)/A] A - B) x C where:: A X = the number of shares of Common Stock issuable upon exercise pursuant to this Section 3(d); A = the Current Market Price Per Common Share (as defined in Section 10) on the date on which the Holder delivers an Exercise Notice to the Company pursuant to Section 3(b); B = the Exercise Price; and

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time on from and after the Original Issue Initial Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (b) A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 13, this Warrant, together with (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "Exercise NoticeEXERCISE NOTICE"), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The , and the date such items are received by the Company is an "Exercise DateEXERCISE DATE." Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, (i) Price in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions instructions. (d) Except as otherwise provided for herein, this Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company by virtue of the ownership hereof. (iie) Notwithstanding anything to the contrary herein, after the Initial Exercise Date, the Company may, by presenting written notice to the Holder, require that the Holder execute and surrendering deliver to the Company this Warrantan Exercise Notice exercising all of the Warrant Shares then held by such Holder within twenty Business Days of the date of the Company's notice; provided, in which event however, that the Company will issue may only provide such notice if the daily volume weighted average price per share of the Common Stock for each of the ten consecutive trading days ended immediately prior to the Company's notice is equal to or greater than the Exercise Price multiplied by 1.5. At 5:00 P.M. New York City time on such 20th Business Day, the portion of this Warrant not exercised prior thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (f) The Holder understands that, until such time as the Registration Statement has been declared effective or the Warrant Shares may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the certificates representing any Warrants Shares issued upon exercise of this Warrant Shares determined as followswill bear a restrictive legend in substantially the following form: X = Y ["THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (A-B)/A] where:THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS."

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Section 4 at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth exercised. The Holder shall be required to deliver the original Warrant in Section 4(c) below)order to effect an exercise hereunder. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Notwithstanding anything contained herein to the contrary, if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, the Holder will pay may, in its sole discretion, exercise this Warrant for all or any portion of the Warrant Shares for which no effective registration statement is available and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, at elect instead to receive upon such exercise the sole election “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the Holder, (i) in cash, by certified bank check payable to foregoing formula: A= the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the total number of shares with respect to which this Warrant Shares determined as follows: X = Y [(A-B)/A] where:is then being exercised.

Exercise and Duration of Warrant. (a) This All or any part of this Underwriter Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 10 of this Underwriter Warrant at any time and from time to time on and or after one-year anniversary of the Original Issue Date to and through and including 5:30 p.m. New York City time, on the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 After 5:30 p.m., New York City time time, on the Expiration Date, the portion of this Underwriter Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Underwriter Warrant shall be terminated and no longer outstanding. (b) A The Holder may exercise this Underwriter Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B Schedule 1 hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, via overnight courier, facsimile, email or otherwise in the manner set forth in Section 13, and (ii) payment of the Exercise Price in accordance with Section 10 for the number of Underwriter Warrant Shares as to which this Underwriter Warrant is being exercised (as set forth which payment may take the form of a “cashless exercise” if so indicated in Section 4(cthe Exercise Notice (a “Cashless Exercise”)) below). The date such items are received by the Company is an "Exercise Date." Execution and no later than one (1) Business Day following delivery of the Exercise Notice will have (the same effect “Aggregate Exercise Price”), and the date on which the last of such items is delivered to the Company (as cancellation determined in accordance with the notice provisions hereof) is an “Exercise Date.” For the avoidance of any doubt, no original, manually executed Exercise Notice, nor any medallion guaranty, notary attestation or any similar deliverable of or on any Exercise Notice, shall be required in order to effectuate an exercise of all or a portion of this Underwriter Warrant. (c) Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Underwriter Warrant to the Company until the Holder has purchased all of the original Underwriter Warrant Shares available hereunder and issuance the Warrant has been exercised in full, in which case, the Holder shall surrender this Underwriter Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice is delivered to the Company. However, if this Underwriter Warrant is submitted in connection with any exercise pursuant to this Section 4 and the number of Underwriter Warrant Shares represented by this Underwriter Warrant submitted for exercise is greater than the number of Underwriter Warrant Shares with respect to which this Underwriter Warrant is being exercised, then the Company shall as soon as practicable and in no event later than five (5) Business Days after any exercise and at its own expense, issue a New new Warrant evidencing representing the right to purchase the remaining number of Underwriter Warrant SharesShares purchasable immediately prior to such exercise under this Underwriter Warrant, less the number of Underwriter Warrant Shares with respect to which this Underwriter Warrant is exercised. Partial exercises of this Underwriter Warrant resulting in purchases of a portion of the total number of Underwriter Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Underwriter Warrant Shares purchasable hereunder in an amount equal to the applicable number of Underwriter Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Underwriter Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Exercise Notice within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Underwriter Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Underwriter Warrant Shares hereunder, the number of Underwriter Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (cd) For purposes of clarification, unless required pursuant to industry standard stock transfer procedures, the Transfer Agent shall not require the Holder to obtain a medallion guaranty, notary attestation or any similar deliverable in order to effectuate an exercise of all or a portion of this Underwriter Warrant. (e) The Holder Company will pay not close its stockholder books or records in any manner which prevents the Exercise Pricetimely exercise of this Underwriter Warrant, at the sole election of the Holder, (i) in cash, by certified bank check payable pursuant to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:terms hereof.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and or after the Original Issue Earliest Exercise Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m.6:30 P.M., New York City time time, on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The date such items are received delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder unless the Holder shall deliver an affidavit of loss or such other documentation reasonably requested by the Company is an "Exercise Date." in lieu of such original Warrant in connection with any such exercise. Execution and delivery of the Exercise Notice will in respect of less than all the Warrant Shares issuable upon exercise of this Warrant shall have the same effect as cancellation of the original Warrant and issuance of a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant Warrant”), evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay This Warrant shall not be exercisable through the making of a cash payment of the Exercise Price, at but instead the sole election Holder may only exercise this Warrant by converting this Warrant into shares of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this WarrantCommon Stock, in which event the Company will issue to the Holder the number of Warrant Shares determined as followsshares of Common Stock equal to the amount resulting from the following equation: X = Y [(A-B)/A] A - B) x C where:: A X = the number of shares of Common Stock issuable upon exercise pursuant to this Section 3(d); A = the Current Market Price Per Common Share (as defined in Section 10) on the date on which the Holder delivers an Exercise Notice to the Company pursuant to Section 3(b); B = the Exercise Price; and C = the number of shares of Common Stock as to which this Warrant is being exercised pursuant to Section 3(b). If the foregoing calculation results in zero or a negative number, then no shares of Common Stock shall be issued upon exercise pursuant to this Section 3(d).

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on and or after the Original Issue Date to and through and including 5:30 p.m. New York City time, on the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 After 5:30 p.m., New York City time time, on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and no longer outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B Schedule 1 hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, in the manner set forth in Section 13, and (ii) payment of the Exercise Price in accordance with Section 10 for the number of Warrant Shares as to which this Warrant is being exercised (which payment may take the form of a “cashless exercise” if so indicated in the Exercise Notice), and the date on which the last of such items is delivered to the Company (as set forth determined in Section 4(caccordance with the notice provisions hereof) belowis an “Exercise Date”. The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s certification to the Company that its representations contained in Sections 3.2(b), (c), (d), (f) and (k) of the Purchase Agreement are true and correct as of the Exercise Date as if remade in their entirety (or, in the case of any transferee Holder that is not a party to the Purchase Agreement, such transferee Holder’s certification to the Company that such representations are true and correct as to such transferee Holder as of the Exercise Date). The date Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such items are received exercise shall constitute an agreement by the Holder to deliver the original Warrant to the Company is an "Exercise Date." as soon as practicable thereafter. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by this Section 4 at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth exercised. The Holder shall be required to deliver the original Warrant in Section 4(c) below)order to effect an exercise hereunder. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Notwithstanding anything contained herein to the contrary, the Holder will pay may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= the average of the closing prices of the shares of Common Stock on the three (3) Trading Days immediately preceding, and not including, the Exercise Date. C= the Exercise Price then in effect for the applicable Warrant Shares at the sole election time of such exercise. For purposes of Rule 144(d) promulgated under the HolderSecurities Act, (i) as in casheffect on the date hereof, by certified bank check payable to assuming the order Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the Offering pursuant to which the Company was obligated to issue this Warrant. (d) The Company will not close its stockholder books or by wire transfer records in any manner which prevents the timely exercise of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering this Warrant pursuant to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:terms hereof.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration DateTime. Subject to Section 11 hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder Company will pay not close its stockholder books or records in any manner which prevents the Exercise Pricetimely exercise of this Warrant pursuant to the terms hereof. (d) Under no circumstances will the Company be required to net cash settle the Warrants, at the sole election exercise of the HolderWarrants or the Common Stock issuable upon the exercise of the Warrants; provided, however, that, such restriction shall not apply to the Registration Delay Payments (ias defined in Section 2(e) in cashof the Registration Rights Agreement, dated [______], 2011, by certified bank check payable to the order of and between the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder and the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:other parties thereto).

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 4 hereof at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration DateTime. Subject to Section 11 hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and this Warrant shall be terminated and shall no longer be outstanding. Notwithstanding the foregoing or any other provision of this Warrant to the contrary, this Warrant may not be exercised by the Holder unless the Company shall have first obtained shareholder approval of the exercise of this Warrant and the issuance of the Warrant Shares if such approval is required by applicable law or applicable stock exchange rule. (b) A The registered Holder may exercise this Warrant Warrant, in whole or in part, by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, together with this Warrant, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant (to the extent such provisions are acceptable to the Australian Securities Exchange (“ASX”)), payment by certified cheque, bank draft, money order or wire transfer of immediately available Canadian funds to an account designated by the Company, of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ,” and to the extent permitted by law, such exercise shall be deemed to have been effective as at the close of business on the Exercise Date, and at such time the rights of the Holder with respect to the number of Warrant Shares with respect to which this Warrant has been exercised shall cease, and the Person or Persons in whose name or names any certificate or certificates for Warrant Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented thereby. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable If and to the order extent such right of a “cashless exercise” is acceptable to the Company, or by wire transfer of immediately available funds ASX as being in accordance with the Company's instructions ASX Listing Rules, the registered Holder may, in its sole discretion, exercise this Warrant in whole or (ii) by presenting and surrendering in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company this Warrantupon such exercise in payment of the Exercise Price pursuant to subsection 4(b) above, in which event may elect instead to receive upon such exercise the Company will issue “Net Number” of Warrant Shares determined according to the Holder following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:with respect to which this Warrant is then being exercised.

Exercise and Duration of Warrant. (a) This Warrant will be exercisable, in whole or in part, by the registered Holder at any time and from time to time on and after the Original Issue Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will be and become void and of no value. (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and completed, duly signed and delivered in compliance with Section 13, and (ii) if applicable, payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c5(b) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. At 5:00 P.M. New York City time on the Expiration Date, any unexercised portion of this Warrant shall be and become void and of no value. (cb) The Holder will shall pay the Exercise Price, at the sole election of the Holder, (i) Price in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's instructions or ’s instructions. (c) If at any time (i) this Warrant is exercised after one year from the date of issuance of this Warrant but before the Expiration Date and (ii) by presenting and surrendering during the Trading Day period immediately preceding the Holder's delivery of an Exercise Notice in respect of such exercise, a Registration Statement (as defined in the Purchase Agreement) covering the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for the resale of such Unavailable Warrant Shares, the Holder of this Warrant also may exercise this Warrant as to any or all of such Unavailable Warrant Shares and, in lieu of making the cash payment otherwise contemplated to be made to the Company this Warrantupon such exercise in payment of the aggregate Exercise Price, in which event elect instead to receive upon such exercise a reduced number of shares of Common Stock (the Company will issue “Net Number”) determined according to the Holder following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) --------------------- B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised in a Cashless Exercise. B= the Market Price on the Trading Day immediately preceding the date of the Exercise Notice. C= the Exercise Price then in effect for the applicable Warrant Shares determined as follows: X = Y [(A-B)/A] where:at the time of such exercise. There cannot be a Cashless Exercise unless “B” exceeds “C”.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, either in whole its entirety or in partfor a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time on from and after the Original Issue initial Exercise Date (as defined below) to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder. (b) A Holder may exercise this Warrant by delivering to the Company Company, in accordance with Section 13, this Warrant, together with (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) (A) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised pursuant to a Cash Exercise (as set forth in Section 4(c) below) or (B) if available pursuant to Section 4(d) below, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as set forth in Section 4(d) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the an Exercise Notice will have in respect of less than all of the same effect as Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in the manner permitted by Section 10 at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., 5:30 p.m. New York City time time, on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will be and become void and of no value. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B Schedule 1 hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised exercised, and the date on which the Exercise Notice is delivered to the Company (as set forth determined in accordance with the notice provisions hereof) is an “Exercise Date.” The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s certification to the Company that its representations contained in Section 4(c) beloware true and correct as of the Exercise Date and the date on which Holder pays the Company the Exercise Price as if remade in their entirety (or, in the case of any transferee Holder that is not a party to this Warrant, such transferee Holder’s certification to the Company that such representations are true and correct as to such assignee Holder as of the Exercise Date). The date Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such items are received exercise shall constitute an agreement by the Holder to deliver the original Warrant to the Company is an "Exercise Date." as soon as practicable thereafter. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting represents and surrendering warrants to the Company this Warrantthat, in which event as of the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] whereOriginal Issue Date:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, by the registered Holder at any time and from time to time on and or after the Original Issue Date to and through and including 5:00 p.m., New York City time, on the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time time, on the Expiration Date, the portion of this Warrant not shall be terminated and no longer outstanding; provided, however that, notwithstanding the foregoing, without any further action by or on behalf of the Holder, this Warrant shall automatically be deemed to be exercised in full pursuant to the net exercise provisions of Section 10 effective immediately prior to the Expiration Date will be and become void and of no valuesuch termination. (b) A The Holder may exercise this Warrant Warrant, not later than 5:00 p.m., New York City time, on any Business Day following the Original Issue Date and prior to the Expiration Date, by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix Exhibit B hereto (the "“Exercise Notice"”), appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 4(c) below10). The , and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” If the Exercise Notice is received by the Company is an "after 5:00 p.m., New York City time, on the specified Exercise Date." , this Warrant will be deemed to be received and exercised on the Trading Day next succeeding the Exercise Date. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink original of any Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on and or after the Original Issue Exercisability Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 5:30 p.m., New York City time time, on the Expiration Date. At 5:31 p.m., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and no longer outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B Attachment 1 hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) (A) payment of an amount equal to the applicable Exercise Price for multiplied by the number of Warrant Shares as to which this Warrant is being exercised (as the “Aggregate Exercise Price”) or (B) provided the conditions for cashless exercise set forth in Section 4(c) below10 hereof are satisfied, by indicating in the Exercise Notice delivered to the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 10 hereof). The date such items are received by an Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such exercise shall constitute an agreement by the Holder to deliver the original Warrant to the Company as soon as practicable thereafter. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in the manner permitted by Section 10 of this Warrant and as set forth below at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered, then such exercise shall constitute an undertaking by the Holder to deliver the original Warrant to the Company as soon as practicable thereafter. Execution and delivery of the Exercise Notice will with respect to less than all of the Warrant Shares hereof shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay Notwithstanding anything contained herein to the Exercise Pricecontrary, if, after the Original Issue Date, there is no effective registration statement covering the Warrant Shares within the time frames set forth in the Confidential Private Placement Memorandum dated November 5, 2010, as supplemented thereto, the holder of this Warrant may, at its election exercised in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the sole election of the Holder, (i) in cash, by certified bank check payable cash payment otherwise contemplated to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering be made to the Company this Warrantupon such exercise in payment of the aggregate exercise price, in which event elect instead to receive upon such exercise the Company will issue “Net Number” of shares of Common Stock determined according to the Holder the number of Warrant Shares determined as follows: X following formula (a “Cashless Exercise”): Net Number = Y [(A-B)/A] where:A x (B - C))/B

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 4 of this Warrant at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration DateTime. Subject to Section 11 hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A The Holder may exercise this Warrant Warrant, in whole or in part, by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by certified cheque, bank draft, money order or wire transfer of immediately available Canadian funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” and, to the extent permitted by law, such exercise shall be deemed to have been effective as at the close of business on the Exercise Date, and at such time the rights of the Holder with respect to the number of Warrants which have been exercised as such shall cease, and the person or persons in whose name or names any certificate or certificates for Warrant Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented thereby. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable cash payment otherwise contemplated to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering be made to the Company this Warrantupon such exercise in payment of the Exercise Price pursuant to subsection 4(b) above, in which event elect instead to receive upon such exercise the Company will issue to the Holder the number “Net Number” of Warrant Shares determined as followsaccording to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the foregoing formula: X = Y [(A-B)/A] where:A= the total number of shares with respect to which this Warrant is then being exercised.

Exercise and Duration of Warrant. (a) This a. Subject to Section 4(a), all or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 4 of this Warrant at any time and from time to time on and or after the Original Issue Date to and through and including the Expiration Date, subject to fulfillment of the conditions set forth belowTime. At 5:00 p.m., New York City time on the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no valuevalue and this Warrant shall be terminated and shall no longer be outstanding. (b) A b. The Holder may exercise this Warrant by delivering to the Company Company: (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ” The Holder shall be required to deliver the original Warrant, or any New Warrant that may have been previously issued, in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant, or any New Warrant that may have been previously issued, and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. c. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof. d. Notwithstanding anything contained herein to the contrary, until receipt of the favorable vote of the holders of a majority of the outstanding shares of Common Stock, the Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant to the extent that after giving effect to such issuance after exercise as set forth on the applicable notice of exercise, the Holder (ctogether with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in excess of 19.99% of the outstanding shares of Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock that would be issuable upon (i) The exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder will pay or any of its affiliates and (ii) exercise or conversion of the Exercise Priceunexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. In addition, for purposes of this Section 4(d), “group” has the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole election discretion of the Holder, and the submission of a notice of exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) in cash, by certified bank check payable to the order of the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or by wire transfer of immediately available funds in accordance other public filing with the Company's instructions or United States Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement by presenting and surrendering the Company or (iii) a more recent notice by the Company or the Company’s transfer agent to the Company this WarrantHolder setting forth the number of shares of Common Stock then outstanding. Upon the request of the Holder, in which event the Company will issue shall promptly, and in any event within one trading day of such request, confirm to the Holder the number shares of Common Stock then outstanding. Holder shall not be entitled to vote any shares of Common Stock acquired by it pursuant to this Warrant Shares determined as follows: X = Y [(A-B)/A] where:or the other Company Agreements in connection with any such stockholder approval sought by the Company.

Exercise and Duration of Warrant. (a) This Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder at any time and from time to time on and or after the Original Issue Initial Exercise Date and prior to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 5:30 p.m., New York City time on the Expiration Date, Date at which time the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (b) A The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form Form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The exercised, and the date such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." Execution ” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. In the event of a partial exercise of this Warrant, execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's ’s instructions or (ii) if following the Initial Exercise Date (x) there is no effective Resale Registration Statement (as defined in the Purchase Agreement) registering the resale of the Warrant Shares by the Holder and (y) the Market Price (as defined below) exceeds the Exercise Price, by means of a “cashless exercise,” by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: . X = Y [(A-B)/A] where:: X = the number of Warrant Shares to be issued to the Holder upon such cashless exercise; Y = the number of Warrant Shares with respect to which this Warrant is being exercised; A = the Market Price; and B = the Exercise Price.

Exercise and Duration of Warrant. (a) This All or any part of this Warrant will shall be exercisable, in whole or in part, exercisable by the registered Holder in any manner permitted by Section 4 hereof at any time and from time to time on and or after the Original Issue Vesting Date to (as defined below) and through and including the Expiration DateTime. Subject to Section 11 hereof, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on at the Expiration DateTime, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value, and this Warrant shall be terminated and shall no longer be outstanding.For purposes of this Warrant, the “Vesting Date” shall be the date that the Company consummates a redemption of the Notes in accordance with Section 9(a)(ii) of the Notes. Notwithstanding the foregoing or any other provision of this Warrant to the contrary, this Warrant may not be exercised by the Holder unless the Company shall have first obtained shareholder approval of the exercise of this Warrant and the issuance of the Warrant Shares if such approval is required by applicable law or applicable stock exchange rule. Additionally, as provided in the Notes, this Warrant may be subject to surrender and delivery to the Company and replacement by the Company with a Warrant substantially the same as this Warrant, but exercisable for a reduced number of Warrant Shares, in the event of a conversion or redemption (in whole or in part) of the Note with which this Warrant was issued. (b) A The registered Holder may exercise this Warrant Warrant, in whole or in part, following the Vesting Date, by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B hereto (the "“Exercise Notice"”), appropriately completed and duly signed signed, together with this Warrant, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant (to the extent such provisions are acceptable to the Australian Securities Exchange (“ASX”)), payment by certified cheque, bank draft, money order or wire transfer of immediately available Canadian funds to an account designated by the Company, of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below)exercised. The date following the Vesting Date that such items are received by delivered to the Company (as determined in accordance with the notice provisions hereof) is an "“Exercise Date." ,” and to the extent permitted by law, such exercise shall be deemed to have been effective as at the close of business on the Exercise Date, and at such time the rights of the Holder with respect to the number of Warrant Shares with respect to which this Warrant has been exercised shall cease, and the Person or Persons in whose name or names any certificate or certificates for Warrant Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented thereby. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable If and to the order extent such right of a “cashless exercise” is acceptable to the Company, or by wire transfer of immediately available funds ASX as being in accordance with the Company's instructions ASX Listing Rules, the registered Holder may, in its sole discretion, at any time after the Vesting Date, exercise this Warrant in whole or (ii) by presenting and surrendering in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company this Warrantupon such exercise in payment of the Exercise Price pursuant to subsection 4(b) above, in which event may elect instead to receive upon such exercise the Company will issue “Net Number” of Warrant Shares determined according to the Holder following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:with respect to which this Warrant is then being exercised.

Exercise and Duration of Warrant. (a) This Warrant will shall become exercisable upon not less than 61 days’ prior written notice (an “Exercisability Notice”) by the Holder. Such exercisability may be revoked by the Holder at any time by providing written notice to the Company; in that event, at least 61 days’ prior written notice must be given by the Holder again to make this Warrant exercisable. This Section 4(a) shall not apply to Section 4(c) (b) Once exercisable pursuant to Section 4(a), in whole or in part, this Warrant shall be exercisable by the registered Holder at any time and from time to time on and after the Original Issue Date such date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will thereto shall be and become void and of no value. (bc) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant hereto as Appendix B (the "“Exercise Notice"”), appropriately completed and duly signed signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c4(e) below). The , and the date such items are received by the Company is an "“Exercise Date." ” Execution and delivery of the Exercise Notice will shall have the same effect as cancellation of the original Warrant (other than the right to receive the Warrant Shares specified in the Exercise Notice on the Exercise Date) and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (cd) At any time at which the Market Price of the Company's Common Stock exceeds $6.00 for ten (10) Trading Days during any twenty (20) consecutive Trading Days, as adjusted for stock splits, combinations, recapitalizations and the like, the Company may elect to call this Warrant; provided however, the Company may not call this Warrant unless the Registration Statement is effective and the Common Stock is listed an Eligible Market; provided further, however, that in no event shall the number of shares of Common Stock that may be acquired by the Holder upon exercise pursuant to the terms of this Section 4(d) at any time shall exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the Holder (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Holder’s right to convert, exercise or purchase similar to the limitation set forth herein (the “Excluded Shares”), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of the ownership of the Excluded Shares) by persons whose beneficial ownership of Common Stock would be aggregated with the beneficial ownership by the Holder for purposes of determining whether a group exists or for purposes of determining the Holder’s beneficial ownership, in either such case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder (including, without limitation, as the same is made applicable to Section 16 of the 1934 Act and the rules promulgated thereunder), would result in beneficial ownership by the Holder or such group of more than 4.9% of the shares of Common Stock for purposes of Section 13(d) or Section 16 of the 1934 Act and the rules promulgated thereunder. The Warrant shall remain outstanding with respect to Warrant Shares that may not be issued to the Holder pursuant to the foregoing. In order for the Company to exercise its call right hereunder, (i) it must exercise the right by providing written notice (the “Call Notice”) to the Holder within 3 Trading Days after the 10th Trading Day in which the Market Price of the Company’s Common Stock exceeded $6.00, (ii) such notice must indicate the date (the “Call Date”) on which the Warrant shall be exercised, which date may not be sooner than 3 Trading Days, nor later than 5 Trading Days, after delivery of the Call Notice, and (iii) the closing price of the Common Stock on an Eligible Market on the Trading Day immediately preceding the Call Date must exceed $6.00. (e) The Holder will shall pay the Exercise Price, at the sole election of the Holder, Price (i) in cash, by certified bank check payable to the order of the Company, Company or by wire transfer of immediately available funds in accordance with the Company's ’s instructions or (ii) if on or after the one (1) year anniversary of the Original Issue Date (x) there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder and (y) the Market Price exceeds the Exercise Price, by means of a “cashless exercise”, by presenting and surrendering to the Company this Warrant, in which event the Company will shall issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where: