Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, at any time or from time to time, during the Exercise Period, by (i) presentation and surrender to the Company will within five (5) days thereafter, at its expense address set forth in Section 10 of this Warrant Certificate with the Election To Exercise, attached hereto as Exhibit A, duly completed and executed, and (including ii) payment of the payment by the Company of any applicable issue or transfer taxes)Exercise Price, cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid Warrants being exercised by either: (1) bank draft or cashiers check, or (2) provided that the Company receives at least 5 days prior notice and non-assessable subject to Section 1(d), delivery to the Company of certificate(s) representing a number of shares of Common Preferred Stock having an aggregate Preferred Value equal to which such holder is entitled upon exercise the aggregate Exercise Price for the number of Warrants being exercised. If the aggregate Preferred Value of the Warrant. In Preferred Stock delivered in payment of the aggregate Exercise Price exceeds (because of fractional shares) the aggregate Exercise Price for the number of Warrants being exercised; then (subject to Section 1(d)) the Company will promptly pay to the holder of the Warrants in cash such excess amount; provided that such excess amount shall in no event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by more than the Current Preferred Value of one full share of Common Stock on Preferred Stock. If the date holder of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the this Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding Certificate at any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to time exercises less than all the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personWarrants, the Company shall issue to such a new holder a warrant certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. Likewise, upon the presentation and surrender of this Warrant Certificate to the Company at its address set forth in Section 10 and at the request of the holder, the Company will, without expense, at the option of the holder, issue to the holder of the in substitution for this Warrant so exercised covering the Certificate one or more warrant certificates in identical form and for an aggregate number of shares Warrants equal to the number of Common Stock as to which Warrants remain unexercisedevidenced by this Warrant Certificate.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants A Warrant may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by upon surrender of the Warrantscertificate or certificates evidencing the Warrants to be exercised, accompanied together with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by bank or trust company or a check payable to the order broker or dealer which is a member of the Company in the amount required for purchase National Association of the shares as to which the Warrant is being exercisedSecurities Dealers, delivered Inc., to the Company at its principal office at Commonwealth Biotechnologies(or if appointed, Inc.the principal office of the Warrant Agent) and upon payment of the Warrant Price (as defined in and determined in accordance with the provisions of Sections 9 and 10 hereof) to the Company (or if appointed, 000 Xxxx Xxxxx Xxxxxxto the Warrant Agent for the account of the Company), Xxxxxxxxfor the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price (defined in Section 9 herein) shall be made in cash or by certified or bank cashier's check. Subject to Section 6 hereof, Xxxxxxxx 00000, Attention: Chairman. Upon upon the exercise surrender of a the Warrant in whole or in partand payment of the Warrant Price as aforesaid, the Company will within five (5or if appointed, the Warrant Agent) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered with all reasonable dispatch to or upon the Warrant holder written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the such Warrant, together with cash, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering surrender of such Warrants and payment of the Warrant for exercisePrice, notwithstanding any delays as aforesaid. The rights of purchase represented by the Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the actual execution, issuance or delivery of event that a certificate evidencing the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to in respect of less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrant, a new certificate evidencing the unexercised portion of the Warrant will be issued, and the Warrant Agent (if so exercised covering appointed) is hereby irrevocably authorized to countersign and to deliver the aggregate number required new Warrant certificate or certificates pursuant to the provisions of shares this Section and Section 3 hereof, and the Company, whenever required by the Warrant Agent (if appointed), will supply the Warrant Agent with Warrant certificates duly executed on behalf of Common Stock as to which Warrants remain unexercisedthe Company for such purpose.

Exercise of Warrants. At (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia or from time to time, Warrants may be exercised as on or after the date hereof and prior to all or any portion the Expiration Date upon delivery to the Company at the principal executive office of the whole Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock covered by the Warrants by the holder thereof by surrender to be issued and (C) payment of the Exercise Price for such Warrants, accompanied which shall be payable by a subscription for shares to be purchased in any one or any combination of the form attached hereto as Exhibit B and by a following: (i) cash; (ii) certified or official bank check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five Company; (5iii) days thereafter, at its expense (including the payment by the Company surrender (which surrender shall be evidenced by cancellation of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than (represented by one or more relevant Warrant Certificates), and without the aggregate amount payment of all shares of Common Stock issuable upon exercise of all Warrants held by such personthe Exercise Price in cash, in return for the Company shall issue a new Warrant delivery to the holder surrendering Holder of the Warrant so exercised covering the aggregate such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which Warrants remain unexercisedimmediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation."

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, The Warrants evidenced by this Warrant Certificate may be exercised as in whole or in part upon surrender to all or any portion the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the whole Exercise Price for the number of shares Warrant Shares in respect of Common Stock covered by the which such Warrants by the holder thereof by surrender are then exercised. Payment of the Warrants, accompanied aggregate Exercise Price shall be at the option of the Holder in cash or by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a bank check payable to the order of the Company in or a combination thereof. Subject to Section 3 hereof, upon the amount required for purchase surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the shares Exercise Price as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in partaforesaid, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered with all reasonable dispatch to or upon the Warrant holder written order of the Holder and in such name or names as the Holder may designate a certificate or certificates certificate(s) for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise Warrant Shares so purchased, together, at the option of the WarrantCompany as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. In the event such holder is entitled to a fractional share, in lieu thereof such holder Such certificate(s) shall be paid a cash amount equal deemed to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective have been issued as of the date of the surrendering surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant for exerciseCertificate shall be exercisable, notwithstanding any delays in at the actual execution, issuance or delivery election of the certificates for Holder, either in full at any time or from time to time in part prior to the shares so purchasedExpiration Date. In the event a that the Holder of this Warrant or Certificate shall exercise fewer than all the Warrants is exercised as evidenced hereby at any time prior to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personExpiration Date, the Company shall issue a new Warrant to Certificate evidencing the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedremaining unexercised Warrant(s) shall be issued.

Exercise of Warrants. At any time before June 25(a) During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all or any portion of the whole number of shares of Common Stock covered Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Warrants by Company at the holder thereof by surrender principal office of the Warrants, accompanied by a subscription for shares to be purchased Warrant Agent such Warrant Certificate(s) with written notice (in the form attached hereto to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as Exhibit B amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by a wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in the amount required for purchase lawful money of the shares United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to which such Holder shall be calculated as follows: X = Y(A-B) A Where: X = Y = A = B = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or exercised only in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrant Shares for which it is being exercised); the Trading Price of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective determined as of the date of exercise; and the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedthen-current Exercise Price.

Exercise of Warrants. At any During the Exercise Period, each Holder may, subject to this Agreement, exercise from time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to time some or all or any portion of the whole Warrants evidenced by its Warrant Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with the form of election to purchase on the reverse thereof duly filled in and signed which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"), or , to the extent held in "street" name, Holder shall comply with applicable law, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of shares Warrant Shares in respect of Common Stock covered by which such Warrants are exercised. Warrants shall be deemed exercised on the Warrants by date such Warrant Certificate(s) are surrendered to the holder thereof by surrender Warrant Agent and tender of payment of the Warrants, accompanied aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made in cash by a subscription wire transfer of immediately available funds to the Warrant Agent for shares to be purchased in the form attached hereto as Exhibit B and account of the Company or by a certified or official bank check payable or checks to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairmanor by any combination thereof. Upon the exercise of a Warrant any Warrants in whole or in partaccordance with this Agreement, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the name of and delivered to the Warrant holder Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions at its sole expense as are necessary to complete the exercise of such Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 10 hereof). The Warrant Agent shall have no responsibility or liability for such issuance or the determination of the number of Warrant Shares issuable upon such exercise. The certificate or certificates representing such Warrant Shares shall have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date such Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable shares and will not have been issued in violation of Common Stock or subject to which such holder is entitled upon exercise of the Warrantany preemptive rights. In the event such holder is that less than all of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a fractional sharenew Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied and the Warrant Agent is hereby irrevocably authorized by the Current Value Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of one full share this Section 4.2 hereof and of Common Stock Section 3 hereof. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf to the date of exerciseCompany for such purpose. Certificates for shares of Common Stock issuable by reason of the exercise Upon delivery of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock Shares issuable upon exercise in accordance herewith and of all Warrants held by such personany required new Warrant Certificates, the Company shall issue direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a new Warrant manner permitted by applicable laws and satisfactory to the holder of Company in accordance with its written instructions to the Warrant so Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised covering and concurrently pay to the aggregate number Company all amounts received by the Warrant Agent upon exercise of shares such Warrants. The Warrant Agent shall keep copies of Common Stock this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall at its sole expense supply the Warrant Agent from time to time with such numbers of copies of this Agreement as to which Warrants remain unexercisedthe Warrant Agent may reasonably request.

Exercise of Warrants. At any time before June 25(a) Subject to the Terms and Conditions (including, 2007 at 5:00 p.m.without limitation, Richmond, Virginia time, Warrants may be exercised as to all or any portion the limitations set forth in Section 2 of the whole number of shares of Common Stock covered by Warrant and Section 7(c) herein), the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise Holder of a Warrant may exercise the Warrant, in whole or in part, at the Holder’s election at any time on or after the Initial Exercise Date (as defined in the Warrant) and before the Termination Date (as defined in the Warrant). The Holder shall exercise the Warrant, in each case, by delivery of an executed Exercise Notice to the Warrant Agent (or to the Company will within five (5if the exercise is made pursuant to a cashless exercise pursuant to Section 2(c) days thereafterof the Warrant) of the Holder’s election to exercise the Warrant and payment of the Exercise Price, which may be made, at its expense (including the payment option of the Holder, by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and check delivered to the Warrant holder Agent at the office of the Warrant Agent designated for such purpose or to the office of one of its agents as may be designated in writing by the Warrant Agent, or by wire transfer of immediately available funds to the account of the Warrant Agent set forth on Exhibit A hereto. The Warrant Agent shall forward funds received for Warrant exercises in a certificate or certificates for given month by the number 5th business day of fully paid the following month by wire transfer to an account designated by the Company. If permitted by the Terms and non-assessable shares of Common Stock to which such holder is entitled upon exercise Conditions (including Section 2(c) of the Warrant. In ), the event such holder is entitled to Holder of a fractional shareWarrant may exercise the Warrant by cashless exercise, in lieu thereof such holder shall be paid a cash amount equal to such fractionwhole or in part, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or upon delivery of an executed Exercise Notice to the certificates Company. Upon receipt of an Exercise Notice for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personcashless exercise, the Company shall issue a new calculate and transmit to the Warrant Agent within one (1) Business Day (and the Warrant Agent shall have no obligation under this section to calculate) the number of Warrant Shares issuable in connection with the cashless exercise (the “Cashless Exercise Notification”). The Warrant Agent shall have no duty or obligation under this Agreement or the Warrant to calculate, confirm, investigate or verify the holder accuracy of the Warrant so exercised covering correctness of, the aggregate number of shares of Common Stock as to which Warrants remain unexercisedWarrant Shares issuable in connection with any exercise hereunder.

Exercise of Warrants. At any time before June 25and from time to time on and after ____________, 2007 1998 and expiring on __________, 2002 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25(a) During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all or any portion of the whole number of shares of Common Stock covered Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Warrants by Company at the holder thereof by surrender principal office of the Warrants, accompanied by a subscription for shares to be purchased Warrant Agent such Warrant Certificate(s) with written notice (in the form attached hereto to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as Exhibit B amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by a wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in the amount required for purchase lawful money of the shares United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to which such Holder shall be calculated as follows: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or exercised only in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrant Shares for which it is being exercised); A = the Trading Price of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective determined as of the date of exercise; and B = the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedthen-current Exercise Price.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, The Warrants may be exercised by the Holder, in whole or in part (but not as to all a fractional share of Common Stock), by surrender of this Warrant Agreement at the principal office of the Company located at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (or such other office or agency of the Company as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books and records of the Company), with the appropriate form attached hereto duly exercised, at any time within the period beginning on the date of this Warrant Agreement, which is specified above and ending on that date exactly ten (10) years from the Effective Date (the “Exercise Period”) and (i) by certified or official bank check or (ii) by surrender to the Company for cancellation of a portion of these Warrants representing that number of unissued shares of Common Stock underlying these Warrants which is equal to the whole quotient obtained by dividing (A) the product obtained by multiplying the Exercise Price by the number of shares of such Common Stock covered being purchased upon such exercise by (B) the Warrants difference obtained by subtracting the holder thereof by surrender Exercise Price from the average of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B bid and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock asked prices on the date of exercise. Certificates for shares of Common Stock issuable by reason of exercise (the exercise of the Warrant or Warrants shall be dated and shall be effective “Per Share Market Value”) as of the date of the surrendering of the Warrant for such exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In any case where the event consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder of these Warrants specifying the manner of payment thereof and containing a Warrant or Warrants is exercised as to less than calculation showing the aggregate amount number of all such shares of Common Stock issuable upon exercise with respect to which rights are being surrendered thereunder and the net number of all Warrants held by shares to be issued after giving effect to such person, surrender. The Company agrees that the Company shares of Common Stock so purchased shall issue a new Warrant be deemed to be issued to the holder Holder as the record owner of the Warrant so exercised covering the aggregate number of such shares of Common Stock as of the close of business on the date on which the Warrant Agreement shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased shall be delivered to which the Holder promptly and in no event later than thirty (30) days after the Warrants remain unexercisedshall have been so exercised.

Exercise of Warrants. At (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia or from time to time, Warrants may be exercised as on or after the date hereof and prior to all or any portion the Expiration Date upon delivery to the Company at the principal executive office of the whole Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock covered by the Warrants by the holder thereof by surrender to be issued and (C) payment of the Exercise Price for such Warrants, accompanied which shall be payable by a subscription for shares to be purchased in any one or any combination of the form attached hereto as Exhibit B and by a following: (i) cash; (ii) certified or official bank check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five Company; (5iii) days thereafter, at its expense (including the payment by the Company surrender (which surrender shall be evidenced by cancellation of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than (represented by one or more relevant Warrant Certificates), and without the aggregate amount payment of all shares of Common Stock issuable upon exercise of all Warrants held by such personthe Exercise Price in cash, in return for the Company shall issue a new Warrant delivery to the holder surrendering Holder of the Warrant so exercised covering the aggregate such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which Warrants remain unexercisedimmediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance ------------------ with clause (iv) is herein referred to as an "In-Kind Exercise." The ------------------ documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant ------- Exercise Documentation." ----------------------

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, at any time or from time to time, during the Exercise Period, by (i) presentation and surrender to the Company will within five (5) days thereafter, at its expense address set forth in SECTION 10 of this Warrant Certificate with the Election To Exercise, attached hereto as EXHIBIT A, duly completed and executed, and (including ii) payment of the payment by the Company of any applicable issue or transfer taxes)Exercise Price, cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid Warrants being exercised by either: (1) bank draft or cashiers check, or (2) provided that the Company receives at least 5 days prior notice and non-assessable subject to Section 1(d), delivery to the Company of certificate(s) representing a number of shares of Common Preferred Stock having an aggregate Preferred Value equal to which such holder is entitled upon exercise the aggregate Exercise Price for the number of Warrants being exercised. If the aggregate Preferred Value of the Warrant. In Preferred Stock delivered in payment of the aggregate Exercise Price exceeds (because of fractional shares) the aggregate Exercise Price for the number of Warrants being exercised; then (subject to Section 1(d)) the Company will promptly pay to the holder of the Warrants in cash such excess amount; provided that such excess amount shall in no event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by more than the Current Preferred Value of one full share of Common Stock on Preferred Stock. If the date holder of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the this Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding Certificate at any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to time exercises less than all the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personWarrants, the Company shall issue to such a new holder a warrant certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. Likewise, upon the presentation and surrender of this Warrant Certificate to the Company at its address set forth in SECTION 10 and at the request of the holder, the Company will, without expense, at the option of the holder, issue to the holder of the in substitution for this Warrant so exercised covering the Certificate one or more warrant certificates in identical form and for an aggregate number of shares Warrants equal to the number of Common Stock as to which Warrants remain unexercisedevidenced by this Warrant Certificate.

Exercise of Warrants. At any time before June 25(a) During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all or any portion of the whole number of shares of Common Stock covered Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Warrants by Company at the holder thereof by surrender principal office of the Warrants, accompanied by a subscription for shares to be purchased Warrant Agent such Warrant Certificate(s) with written notice (in the form attached hereto to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as Exhibit B amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by a wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in the amount required for purchase lawful money of the shares United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to which such Holder shall be calculated as follows: X = Y(A-B) Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or exercised only in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to Warrant Shares for which such holder it is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.being exercised);

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants A Warrant may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by upon surrender of the Warrantscertificate or certificates evidencing the Warrants to be exercised, accompanied together with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by bank or trust company or a check payable to the order broker or dealer which is a member of the Company in the amount required for purchase National Association of the shares as to which the Warrant is being exercisedSecurities Dealers, delivered Inc., to the Company at its principal office at Commonwealth Biotechnologies(or if appointed, Inc.the principal office of the Warrant Agent) and upon payment of the Warrant Price (as defined in and determined in accordance with the provisions of Sections 9 and 10 hereof) to the Company (or if appointed, 000 Xxxx Xxxxx Xxxxxxto the Warrant Agent for the account of the Company), Xxxxxxxxfor the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price (defined in Section 9 herein) shall be made in cash or by certified or bank cashier’s check. 3 Subject to Section 6 hereof, Xxxxxxxx 00000, Attention: Chairman. Upon upon the exercise surrender of a the Warrant in whole or in partand payment of the Warrant Price as aforesaid, the Company will within five (5or if appointed, the Warrant Agent) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered with all reasonable dispatch to or upon the Warrant holder written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the such Warrant, together with cash, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering surrender of such Warrants and payment of the Warrant for exercisePrice, notwithstanding any delays as aforesaid. The rights of purchase represented by the Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the actual execution, issuance or delivery of event that a certificate evidencing the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to in respect of less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrant, a new certificate evidencing the unexercised portion of the Warrant will be issued, and the Warrant Agent (if so exercised covering appointed) is hereby irrevocably authorized to countersign and to deliver the aggregate number required new Warrant certificate or certificates pursuant to the provisions of shares this Section and Section 3 hereof, and the Company, whenever required by the Warrant Agent (if appointed), will supply the Warrant Agent with Warrant certificates duly executed on behalf of Common Stock as to which Warrants remain unexercised.the Company for such purpose. 5.2

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, The Warrants may be exercised as to all by the Warrant holder in whole, or any portion in part, by surrender of the whole number Warrant Certificate at the office of the Company (or such other office or agency of the Company as may be designated by notice in writing to the Warrant holder at the address of such Warrant holder appearing on the books of the Company) with the subscription form attached hereto duly completed, at any time within the period beginning on the date hereof and expiring at 5:00 p.m. Houston, Texas time, on December 16, 2007 (the "Exercise Period") and by payment to the Company by certified check or bank draft of the Exercise Price for such shares. The Company agrees that the shares of Common Stock covered by so purchased shall be and are deemed to be issued to the Warrants by Warrant holder as the holder thereof by surrender record owner of such shares of Common Stock as of the Warrants, accompanied by a subscription for shares to be purchased in close of business on the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to date on which the Warrant is being exercisedCertificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, delivered together with any cash for fractional shares of Common Stock paid pursuant to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxesSection 4(f), cause to shall be issued in the name of and delivered to the Warrant holder promptly, and, unless the Warrants have expired, a certificate or certificates for new Warrant Certificate representing the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of Warrants represented by the Warrant. In the event such holder is entitled to a fractional sharesurrendered Warrant Certificate, in lieu thereof such holder if any, that shall not have been exercised also shall be paid a cash amount equal delivered to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by holder within such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedtime.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants This Warrant may be exercised as to all in whole or any portion in part by the Holder during the Exercise Period upon presentation and surrender hereof, with the attached Purchase Form duly executed, at the office of the whole Company located at 000 Xxxxxxx Xxxxxxxxx, Xxxx Xxxx Xxxxx, XX 00000, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, as promptly as practicable, a certificate representing the Shares being purchased. This Warrant may be exercised for not less than 1,000 Shares and in additional increments of 1,000 Shares at any time and from time to time during the Exercise Period. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period, and otherwise of like tenor as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock covered by on such date, the Warrants by Holder shall be deemed to have become the record holder thereof by surrender of such Shares on the Warrants, accompanied by a subscription for shares next succeeding date as of which the Company ceased to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedprohibited.

Exercise of Warrants. At The Holder may exercise the Warrants only by delivery to the Company of: written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and payment of the Exercise Price of the Warrant Shares in cash or by check. If less than all of the Warrants evidenced by this Certificate are exercised, a new certificate evidencing the Warrants not so exercised will be issued to the Holder. Holder may only exercise these Warrants in integral multiples of 100 Warrants unless all Warrants evidenced by this Certificate are being exercised. Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant Shares. Notwithstanding anything to the contrary contained herein, the Warrants may not be exercised unless and until any then-applicable requirements of all state and federal laws and regulatory agencies shall have been fully complied with to the reasonable good faith satisfaction of the Company and its counsel and the representations and warranties of Holder made in the Exercise Notice shall be true and correct. Adjustments upon Recapitalizations. In the event that the Company shall at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants hereafter (a) pay a dividend in Common Stock or securities convertible into Common Stock; (b) subdivide or split its outstanding Common Stock; or (c) combine its outstanding Common Stock into a smaller number of shares; then the number of shares to be issued immediately after the occurrence of any such event shall be adjusted so that the Holder thereafter may be exercised as to all or any portion of receive the whole number of shares of Common Stock covered by it would have owned immediately following such action if it had exercised the Warrants by immediately prior to such action and the holder thereof by surrender of the Warrants, accompanied by a subscription for shares Exercise Price shall be adjusted to be purchased reflect such proportionate increases or decreases in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares. In case of any reclassification of the outstanding shares of Common Stock to (other than a change covered by Section 0 hereof or a change which solely affects the par value of such holder is entitled shares) or in the case of any merger, consolidation or reorganization in which holders of the Common Stock receive shares of stock or other securities or property (including cash) in exchange for their shares of Common Stock, thereafter the Holder shall receive, upon exercise of each Warrant, for the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal same Exercise Price payable hereunder immediately prior to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personevent, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number kind and amount of shares of Common Stock as stock or other securities or property the Holder would have received had the Holder exercised such Warrant immediately prior to which such event. The provisions of this Section 0 shall similarly apply to successive reclassifications, mergers, consolidations and other reorganizations. The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0. The existence of the Warrants remain unexercisedshall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) Each of the Warrants may be exercised as at any time or from time to time on or after the Closing Date until the tenth (10th) anniversary of the Closing Date, on any day that is a Business Day, for all or any portion part of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the WarrantsIssuable Warrant Shares purchasable upon its exercise. In order to exercise its Warrant, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Holder will deliver to the Company will within five (5) days thereafter, at its expense (including the payment address designated by the Company pursuant to Section 6.06, (i) a written notice of such Holder's election to exercise its Warrant, which notice will specify the number of Issuable Warrant Shares to be purchased pursuant to such exercise, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Such notice will be substantially in the form of the Subscription Form appearing at the end of the Warrants. Upon receipt of such notice, the Company will, as promptly as practicable, and in any applicable issue event within ten (10) business days, execute, or transfer taxes), cause to be issued executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such Holder, or, subject to compliance with transfer and delivered registration requirements under applicable Federal and state securities laws, such other name as designated in such notice. A Warrant will be deemed to the Warrant holder a have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become a holder of record of such shares for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional shareall purposes, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date that such notice, together with payment of the surrendering of Exercise Price and the Warrant for exercise, notwithstanding any delays is received by the Company. If the Warrant has been exercised in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personpart, the Company shall issue will, at the time of delivery of such certificate of certificates, deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase the holder number of Issuable Warrant Shares with respect to which the Warrant so exercised covering has not been exercised, which new Warrant will, in all other respects, be identical with the aggregate number Warrants, or, at the request of shares of Common Stock as such Holder, appropriate notation may be made on the original Warrant and the original Warrant returned to which Warrants remain unexercisedsuch Holder.

Exercise of Warrants. At any time before June 25(a) Upon surrender of this Warrant with the Form of Election to Exercise attached hereto duly completed and signed to the Company, 2007 at 5:00 p.m.its address set forth in Section 10, Richmond, Virginia time, Warrants may be exercised as to all or any portion and upon payment and delivery of the whole Exercise Price per Warrant Share multiplied by the number of shares of Common Stock covered by Warrant Shares that the Warrants by the holder thereof by surrender Warrant Holder intends to purchase hereunder, in lawful money of the WarrantsUnited States of America, accompanied by tendering cash, wire transferring or delivering a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a certified check or bank cashier’s check, payable to the order of the Company Company, all as specified by the Warrant Holder in the amount required for purchase Form of the shares as Election to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in partExercise, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable shall promptly issue or transfer taxes), cause to be issued in the name of and cause to be delivered to or upon the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise written order of the Warrant Holder and in such name or Warrants names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the Securities Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be dated and shall be effective deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant, irrespective of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for certificate evidencing such shares, except that, if the shares so purchased. In date of such receipt is a date on which the event a Warrant or Warrants is exercised as to less than the aggregate amount stock transfer books of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant are closed, such person will be deemed to have become the holder of such shares at the Warrant so exercised covering close of business on the aggregate number of shares of Common Stock as to next succeeding date on which Warrants remain unexercisedthe stock transfer books are open.

Exercise of Warrants. At any time before June 25, 2007 and from time to time after the date hereof and expiring on the fifth anniversary of the effective date of this Agreement at 5:00 p.m., Richmond, Virginia timeCentral Standard Time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B to each Warrant Certificate and by a check payable payment to the order of Company as set forth in the Company Warrant Certificate in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx Xxxxxx, XxxxxxxxSuite 1704, Xxxxxxxx 00000Oklahoma City, Oklahoma 73102, Attention: ChairmanPresident. Upon the exercise of a Warrant Warrant, in whole or in part, the Company will will, within five ten (510) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof thereof, such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value (as hereafter defined) of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised exercised, as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At Subject to the terms of this Agreement, the Warrant holder shall have the right, at any time before June 25and from time to time after December 31, 2007 at 2000 until 5:00 p.m., RichmondPacific Time, Virginia timeon February 22, Warrants 2004, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Securities to which the Warrant holder may at the time be exercised as entitled to all or any portion purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the whole Warrant (or a copy thereof) to the Company, together with the Exercise Form duly completed and executed and payment in the aggregate amount equal to the Exercise Price multiplied by the number of shares of Common Stock covered by being purchased. At the Warrants by the holder thereof by surrender option of Holder, payment of the Warrants, accompanied Exercise Price may be made either by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a (i) personal or business check payable to the order of the Company in the amount required for purchase Company, (ii) surrender of the shares as to which the Warrant is being exercisedcertificates then held representing, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for deduction from the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled issuable upon exercise of the Warrant. In the event such holder is entitled to a fractional share, of that number of shares which has an aggregate Fair Value determined in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock accordance with this Agreement on the date of exercise. Certificates exercise equal to the aggregate Exercise Price for all shares of Common Stock issuable to be purchased pursuant to the Warrant, (iii) by reason a promissory note bearing interest at six percent (6%) per annum and payable in five equal annual installments commencing on the first anniversary of the exercise of the Warrant Warrant, or Warrants shall be dated and shall be effective as (iv) by any combination of the date foregoing methods. Within five business days of the surrendering Company's receipt of the Warrant for exercise(or a copy thereof), notwithstanding any delays in the actual executioncompleted and signed Exercise Form and the requisite payment (if any), issuance the Company shall issue and deliver (or delivery cause to be delivered) to the exercising Holder stock certificates aggregating the number of the certificates for the shares so of Warrant Securities purchased. In the event a the Company fails to deliver or cause to be delivered to the Holder such certificates (without legend or restriction if such Warrant Securities are then, or Warrants is exercised as are required to less than be, registered pursuant to the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by Warrant Agreement) within such personfive business day period, the Company shall issue a new Warrant pay to the holder Holder an amount equal to the greater of (i) $500 per calendar day, (ii) the product of (x) the last sale price on the date the certificates are properly issued and delivered to the Holder, less the last sale price on the date of the Warrant so exercised covering Exercise Form, multiplied by (y) the aggregate number of shares of Common Stock Warrant Securities purchased as set forth in the Exercise Form, or (iii) the quotient of (x) the last reported sale price on the day prior to which Warrants remain unexercised.the date of the Exercise Form, multiplied by the number of shares of Warrant Securities issuable to such Holder upon such exercise, divided by (y) 200 (the "Delay Damages"), for each day after the fifth business day following the delivery of the Warrant and such Exercise Form to the Company through and including the day such certificates (without legend or restriction if such Warrant Securities are then, or are required bo be, registered pursuant to the terms of the Warrant Agreement) are delivered to the Holder at the address set forth in such Exercise Form. In the event the Company restricts or delays the transfer or clearance of such certificates by the Holder (whether by stop

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as Subject to all or any portion the provisions of this Agreement and prior to the fifth anniversary of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender date of the WarrantsProspectus (the "Expiration Date"), accompanied by a subscription for shares each registered holder of Warrants shall have the right to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of purchase from the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to (and the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise shall issue and sell to such registered holder of a Warrant in whole or in part, the Company will within five (5Warrants) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock Stock, upon surrender to which such holder is entitled upon exercise of the Warrant. In Company at the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise office of the Warrant or Warrants shall be dated Agent of such Warrants, with the form of election to purchase on the reverse thereof duly filled in and shall be effective as of signed, and upon payment to the date of the surrendering Company of the Warrant Price, as defined and determined in accordance with the provisions of Sections 9 and 10 of this Agreement, for exercise, notwithstanding any delays the securities in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash or by certified check or bank draft to the actual execution, issuance or delivery order of the certificates Company. No adjustment shall be made for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all any cash dividends on any shares of Common Stock issuable upon exercise of all Warrants held by a Warrant. Subject to Section 6 hereof, upon such personsurrender of Warrants, the Company shall issue a new Warrant to the holder and payment of the Warrant so exercised covering Price as aforesaid, a certificate or certificates for the aggregate number of full shares of Common Stock so purchased upon the exercise of such Warrants shall be issued to the registered holder of such Warrants or, upon the written order of such registered holder, in such name or names as such registered holder may designate. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of the surrender of such Warrants and payment of such Warrant Price as aforesaid; provided, however, that if at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for the shares of Common Stock or other class of securities purchasable upon the exercise of such Warrant shall be closed, the certificates for the shares of Common Stock, if any, in respect of which such Warrants remain unexercisedare then exercised shall be issuable as of the date on which such books shall be opened (whether before, on or after, 5:00 P.M. Eastern Time on the Expiration Date), and until such date the Company shall be under no duty to deliver any certificate for such securities; provided, further, however, that such transfer books, unless otherwise required by law or by applicable rule of any national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the securities specified therein and, in the event that any Warrant is exercised in respect of less than all of the securities specified therein at any time prior to the date of expiration of the Warrant, a new Warrant or Warrants will be issued to such registered holder for the remaining number of securities specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section 5 and of Section 3 hereof, and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. The Common Stock and Warrants comprising the Units will be immediately detachable and separately transferable upon issuance.

Exercise of Warrants. At Subject to the terms hereof, this Warrant may be exercised or exchanged in whole or in part, at any time before June 25or from time to time, 2007 on any business day commencing at the opening of business on January 1, 2006 and until 5:00 p.m., RichmondNew York City time on [5 years from the Effective Date] (the “Expiration Date”). This Warrant represents the right to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at any time be entitled to receive upon exercise or exchange of this Warrant and payment of the Exercise Price for the Warrant Shares. This Warrant if not exercised or exchanged prior to 5:00 p.m., Virginia New York City time, Warrants on the Expiration Date shall become void and all rights hereunder shall cease as of such time. This Warrant may be exercised or exchanged upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 9 hereof) of this Warrant with the form of election to purchase attached hereto as Exhibit A duly filled in and signed and upon payment to all or any portion the Company of the whole Exercise Price which is set forth in Section 2 (as adjusted as herein provided) for the number of Warrant Shares in respect of which this Warrant is then exercised or exchanged. The Exercise Price shall be payable, at the option of the Holder, either (i) by wire transfer of immediately available funds to an account designated by the Company or by certified or official bank check to the order of the Company (by “exercise”) or (ii) by acceptance of a reduced number of shares of Common Stock covered in accordance with the further provisions of this paragraph (by the Warrants by the holder thereof by surrender “exchange”). If Holder elects to acquire shares of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable Common Stock pursuant to the order of cashless exchange procedure set forth in clause (ii), the Holder shall receive from the Company in upon exchange of this Warrant the amount required for purchase number of shares of Common Stock determined by multiplying (A) the number of shares as of Common Stock with respect to which the this Warrant is being exercisedexchanged at such time by (B) a fraction, delivered to (1) the numerator of which shall be the difference between (x) the Current Market Price per share of Common Stock at such time and (y) the Exercise Price per share of Common Stock, and (2) the denominator of which shall be the Current Market Price per share of Common Stock at such time. The Company at its principal office at Commonwealth Biotechnologiesshall issue a new Warrant for the portion, Inc.if any, 000 Xxxx Xxxxx Xxxxxxof this Warrant not being exercised or exchanged, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairmanas provided in the next paragraph. Upon the exercise of a If this Warrant in whole shall have been exercised or exchanged only in part, the Company will within five (5) days thereaftershall, at its expense (including the time of delivery of the certificate or certificates or other evidence of ownership of Common Stock, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. Subject to the provisions of Section 4 hereof, upon surrender of this Warrant and payment by of the Exercise Price, the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch (and in any event within five business days after such receipt) to or upon the written order of the Holder and in such name of and delivered to or names as the Warrant holder Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares full Warrant Shares issuable upon the exercise or exchange of Common Stock this Warrant together with cash as provided in Section 6 or Section 7; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied effected by the Current Value Company as described in subsection (i) of one full share of Common Stock on the date of exercise. Certificates Section 6 hereof, or a tender offer or an exchange offer for shares of Common Stock issuable by reason of the exercise Company shall be made, upon surrender of this Warrant and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise or Warrants exchange of this Warrant in the manner described in this sentence together with cash, if any, as provided in Section 6. Such certificate or certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering surrender of this Warrant and payment of the Warrant Exercise Price. Prior to the exercise or exchange of this Warrant, except as may be specifically provided for exerciseherein, notwithstanding any delays in (i) the actual executionHolder, issuance or delivery by reason of the certificates for ownership or possession of this Warrant, shall not be entitled to any of the shares so purchased. In the event rights of a Warrant or Warrants is exercised as to less than the aggregate amount of all shares holder of Common Stock issuable upon exercise of all Warrants held by such personthe Company, including, without limitation, the Company right to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of the Holder, by reason of the ownership or possession of this Warrant, shall issue a new Warrant not be required with respect to any action or proceeding of the Company; (iii) the Holder, by reason of the ownership or possession of this Warrant, shall not have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holder stockholders of the Company prior to, or for which the relevant record date preceded, the date of the exercise or exchange of this Warrant; and (iv) the Holder shall not have any right relating to its ownership or possession of this Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisednot expressly conferred by this Warrant.

Exercise of Warrants. At any time before June 25Subject to the provisions of this Agreement, 2007 at 5:00 p.m.each registered holder of a Class A, Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit Class B and by a check payable Class C Warrants shall have the right to the order acquire one share of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to common stock from the Company at a price of $1.00 per share, $2.50 per share and $5.00 per share, respectively, for a period of three years commencing on the earlier of September 10, 1999 or the effective date of its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: ChairmanRegistration Statement. Upon the exercise The Company shall issue and sell to such registered holder of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for Warrants the number of fully paid and non-assessable shares of Common Stock specified in such Warrants, upon surrender to the Company at the office of the Warrant Agent of such Warrants, with the form of election to purchase duly filled in and signed, and upon payment to the order of the Company for the Warrant exercise price, determined in accordance with Sections 10 and 11 herein, for the number of shares in respect of which such holder is entitled Warrants are then exercised. Payment of such Warrant Price shall be made in cash or by certified check or bank draft or postal or express money order, payable in United States Dollars to the order of the Company. No adjustment shall be made for any dividends on any Common Shares issuable upon exercise of the any Warrant. In Subject to Section 7, upon such surrender of Warrants, and payment of the event Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder is entitled may designate, a certificate or certificates for the largest number of whole Common Shares so purchased upon the exercise of such Warrants. The Company shall not be required to issue any fraction of a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share Share of Common Stock on the date or make any cash or other adjustment as provided in Section 12 herein, in respect of exerciseany fraction of a Common Share otherwise issuable upon such surrender. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Shares as of the date of the surrendering surrender of such Warrants and payment of the Warrant Price as aforesaid and provided, however, that if at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for exercisethe Common Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchasedShares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the aforesaid transfer books, unless otherwise required by law or by applicable rule of national securities exchange, shall not be closed at any one time for a period longer than 20 days. In The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for only part of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrant, a new Warrant or Warrants will be issued to such registered holder for the remaining number of shares specified in the Warrant so surrendered, and the Warrant Agent is exercised as hereby irrevocably authorized to less than countersign and to deliver the aggregate amount required new Warrants pursuant to the provisions of all this Section during the warrant exercise period, and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. The Warrants will not be exercisable unless, at the time of the exercise, the Company has a current registration statement covering the shares of Common Stock issuable upon exercise of all the Warrants held by or such personshares have been registered, qualified or deemed to be exempt under Federal Securities Laws and the Company shall issue a new Warrant to securities laws of the state of residence of the exercising holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedWarrants.

Exercise of Warrants. At any time before June 25Subject to the provisions of this Agreement, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all R&R or any portion subsequent registered holder of a Warrant Certificate shall have the right, upon the exercise form time to time of the whole Warrants evidenced thereby, commencing at the opening of business on the date hereof, to purchase from the Company (and the Company shall issue and sell to each registered holder) the total or any lesser number fully paid and nonassessble Shares issuable upon the exercise of such warrants. To exercise such Warrants, R&R or such subsequent registered holder shall surrender by delivery (in person or by certified mail or express mail service which provides proof of delivery at the Warrant Register Office) of the Warrant Certificate evidencing such Warrants with the form of election to purchase on the reverse thereof duly completed and signed, accompanied by payment to the Company of the Warrant Price in effect on such date for the number of shares in respect of Common Stock covered by the which such Warrants by the holder thereof by surrender are then being exercised. Payment of the WarrantsWarrant Price shall be made in cash or by certified check, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable money order or wire transfer to the order of the Company in the amount required for purchase of the shares Company. As soon as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon practicable after the exercise of a Warrant in whole or in partany Warrants, the Company will within five (5) days thereaftershall, at its expense (including subject to the payment by the Company provisions of any applicable Section 7 hereof, issue or transfer taxes), and cause to be issued in the name of and delivered to or upon the written order of R&R or any subsequent registered holder of the Warrant Certificate evidencing such Warrants, and in such name or names as R&R or such registered holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled nonassessable Shares so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant such Warrants. Such certificate or Warrants certificates for Shares shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Shares, as of the date of the surrendering surrender of such Warrant Certificate and payment of the Warrant Price as aforesaid. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of R&R or any subsequent registered holder thereof, either as an entirety or from time to time for exercise, notwithstanding any delays in the actual execution, issuance or delivery a part only of the certificates for integral number of Warrants evidenced by the shares so purchasedWarrant Certificate. In the event that less than all of the Class A Warrants, Class B Warrants or Class C Warrants evidenced by a Warrant or Warrants is exercised as to less than Certificate surrendered upon the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personare exercised at any time prior to their respective Warrant Expiration Dates, the Company shall issue a new Warrant Certificate or Certificates shall be issued to or upon the written order of R&R or a subsequent registered holder for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. The Company shall only be required to execute and deliver the required new Warrant Certificates in accordance with the provisions of this Section. Warrants, represented by a properly assigned Warrant Certificate, may be exercised covering by a subsequent holder thereof without first having a new Warrant Certificate issued. All Warrant Certificates surrendered upon the aggregate number exercise of shares of Common Stock as to which Warrants remain unexercisedshall be cancelled by the Company.

Exercise of Warrants. At any time before June 25Subject to the provisions of this Agreement, 2007 at 5:00 p.m.each registered holder of Warrants shall have the right, Richmond, Virginia time, Warrants which may be exercised as to all or any portion commencing at the opening of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrantsbusiness on [ ], accompanied by a subscription for shares 2004, to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of purchase from the Company in (and the amount required for purchase of the shares as to which Company shall instruct the Warrant is being exercised, delivered Agent to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise issue to such registered holder of a Warrant in whole or in part, the Company will within five (5Warrants) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock specified in such Warrants upon surrender of such Warrants to which such holder is entitled upon exercise the Company at the office of the Warrant. In Warrant Agent, with the event such holder is entitled form of election to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock purchase on the date reverse thereof duly filled in and signed, and upon payment to the Company of exercise. Certificates the Warrant Price (as defined in Section 9 hereof), determined in accordance with the provisions of Sections 9 and 10 of this Agreement, for the number of shares of Common Stock issuable in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash or by reason certified check or bank draft to the order of the Company. Subject to Section 6, upon such surrender of Warrants and payment of the Warrant Price, the Company shall instruct the Warrant Agent to issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and, subject to the limitations on transfers set forth in Section 4 hereof, in such name or names as such registered holder shall designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of the Warrant such Warrants. Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such shares of Common Stock as of the date of the surrendering surrender of such Warrants and payment of the Warrant Price as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for exercisea portion of the shares specified therein and, notwithstanding any delays in the actual execution, issuance or delivery event that any Warrant is exercised in respect of less than all of the certificates for shares of Common Stock specified therein at any time prior to the shares so purchased. In date of expiration of the event Warrants, a new Warrant or Warrants will be issued to the registered holder for the remaining number of shares of Common Stock specified in the Warrant so surrendered, and the Warrant Agent is exercised hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. Anything in the foregoing to the contrary notwithstanding, no Warrant will be exercisable unless at the time of exercise a registration statement filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as to less than amended (the aggregate amount of all “1933 Act”), covering the shares of Common Stock issuable upon exercise of all such Warrant and shall have been declared effective, such shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. The Company may suspend use, from time to time, of the registration statement (the “Registration Statement”), and therefore suspend exercises of the Warrants held by and sales of the Common Stock issuable upon exercise of the Warrants under the Registration Statement, for periods (“blackout period(s)”), if the Board of Directors of the Company determines, in good faith, that is advisable and in the best interests of the Company to suspend such personuse. In such case, the Company shall issue a new will provide the holders of the Warrants and the Warrant to Agent with written notice of such suspension. The cumulative blackout periods in any 12 month period commencing on the holder closing of the Offering may not exceed an aggregate of 120 days. The Company may at any time during business hours, examine the records of the Warrant so exercised covering Agent, including its ledger of original Warrant certificates returned to the aggregate number Warrant Agent upon exercise of shares of Common Stock as to which Warrants remain unexercisedWarrants.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable Subject to the order provisions of this Agreement, each registered holder of Warrants shall have the right to purchase from the Company, and the Company in the amount required for purchase of the shares as shall issue and sell to which the Warrant is being exercisedsuch registered holder, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the WarrantCompany specified in the Warrants, upon surrender to the Company at the office of the Warrant Agent of such Warrants, with the form of election to purchase the Warrants filled out and signed, and upon payment to the Company of the Warrant Price, as specified herein. Any Warrant may be exercised in whole or in part. In the event such holder is entitled of exercise in part, the Warrant Agent shall issue and deliver to a fractional share, in lieu thereof such holder the Warrant Holder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of Warrants shall be paid in cash or by certified check to the order of the Company. The Warrants may be exercised for a cash amount equal to such fraction, multiplied by the Current Value period of one full share of Common Stock on year from the date of exerciseissuance. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants No adjustment shall be dated and shall be effective as of the date of the surrendering of the Warrant made for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of dividends on any Common Stock issuable upon exercise of all any Warrant. Subject to Section 5, hereof, upon surrender of Warrants held by such personand payment of the Warrant Price, the Company shall issue a new Warrant and cause to be delivered with all reasonable dispatch to, or upon the written order of the registered holder of Warrants exercised, and in such name or names as the holder shall designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect of any fraction of a share of Common Stock otherwise issuable upon surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date of surrender of the Warrants, and the payment of the Warrant so exercised covering Price; provided, however, that if, at the aggregate number date of shares surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date of which such books shall be opened, whether before, on or after 5:00 P.M., Utah time, on the respective dates of expiration of the Warrants, and until such date, the Company shall have no obligation or duty to which deliver any certificate for such shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall not be closed at any one time for a period in excess of 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants remain unexercisedduly executed on behalf of the Company for such purpose. The Company shall pay all taxes and other governmental charges (other than income tax) that may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant Holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the Company's satisfaction that no tax or charge is due.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, A. The Warrants may be exercised by the Holder, in whole or in part (but not as to all or any portion a fractional share of Common Stock), by surrender of this Warrant Certificate at the principal office of the whole number Company at 42 Broadway, Suite 1100-26, New Yoxx, XX 00000 (xx xxxx xxxxx xxxxxx xx xxxxxx xx the Company as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached hereto duly exercised, at any time within the period beginning on the date described in Section1B hereof and expiring at 5:00PM on the "Expiration Date" (defined below) (the "Exercise Period") and by payment to the Company by certified check or bank draft of the purchase price for such shares. The Company agrees that the shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to so purchased shall be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause are deemed to be issued in the name of and delivered to the Warrant holder a certificate or certificates for Holder as the number record owner of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as of the close of business on the date on which the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to which Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants remain unexercisedshall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate representing the number of Warrants represented by the surrendered Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the Holder within such time.

Exercise of Warrants. At any time before June 25, 2007 and from time to time on and after the first anniversary of the date hereof and expiring on the fifth anniversary of the effective date of this Agreement at 5:00 p.m., RichmondDallas, Virginia Texas time, the Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof Warrant Holder by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies000 X. Xxxxxxxxx Xxxxx, Inc.Xxxxxxxxx, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercisePresident. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personthe Warrant Holder, the Company shall issue a new Warrant to the holder of the Warrant Holder so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25and from time to time on and after _______________, 2007 1999 and expiring on ______________, 2003 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock Shares covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies000 Xxxxxxxx Xxxxx, Inc.Xxx X, 000 Xxxx Xxxxx XxxxxxXxx Xxxxxxxxxx, Xxxxxxxx, Xxxxxxxx Xxxxxxxxxxxx 00000, Attention: ChairmanChief Executive Officer. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock Shares to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock Share on the date of exercise. Certificates for shares of Common Stock Shares issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock Shares issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock Shares as to which Warrants remain unexercised.. For purposes of this section, Current Value is defined (i) in the case for which a public market exists for the Common Shares at the time of such exercise, at a price per share equal to (A) the average of the means between the closing bid and asked prices of the Common Shares in the over-the-counter market for 20 consecutive business days commencing 30 business days before the date of such notice, (B) if the Common Shares are quoted on Nasdaq, at the average of the means of the daily closing bid and asked prices of the Common Shares for 20 consecutive business days commencing 30 business days before the date of such notice, or (C) if the Common Shares are listed on any national securities exchange or the Nasdaq National Market, at the average of the daily closing prices of the Common Shares for 20 consecutive business days

Exercise of Warrants. At any time before June 25(a) During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all or any portion of the whole number of shares of Common Stock covered Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Warrants by Company at the holder thereof by surrender principal office of the Warrants, accompanied by a subscription for shares to be purchased Warrant Agent such Warrant Certificate(s) with written notice (in the form attached hereto to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as Exhibit B amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by a wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in the amount required for purchase lawful money of the shares United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to which such Holder shall be calculated as follows: Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or exercised only in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrant Shares for which it is being exercised); A = the Trading Price of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective determined as of the date of exercise; and B = the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedthen-current Exercise Price.

Exercise of Warrants. At any time before June 25During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3 hereof, each Holder may, subject to the terms of this Agreement, exercise from time to time some or all or any portion of the whole Warrants evidenced by its Warrant Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with the form of notice attached thereto duly filled in and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule l7Ad-15 of the Exchange Act, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of shares Warrant Shares in respect of Common Stock covered by which such Warrants are exercised. Warrants shall be deemed exercised on the Warrants by date such Warrant Certificate(s) are surrendered to the holder thereof by surrender Warrant Agent and tender of payment of the Warrants, accompanied aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made by a subscription wire transfer of immediately available funds to the Warrant Agent for shares to be purchased in the form attached hereto as Exhibit B and account of the Company or by a certified or official bank check payable or checks to the order of the Company Company, or by any combination thereof or by such other form or method of payment acceptable to the Warrant Agent. All payments required to be made hereunder shall be made in the amount required for purchase lawful money of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: ChairmanUnited States of America. Upon the exercise of a Warrant any Warrants in whole or in partaccordance with this Agreement, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered to the Warrant holder Agent, on the Company's behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions or cause the Warrant Agent to take such other actions at the Company's sole expense as are necessary to complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 10 hereof). The certificate or certificates representing such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date the Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable shares and will not have been issued in violation of Common Stock or subject to which any preemptive rights. In the event that less than all of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such holder Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is entitled hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of this Section 4.2 and of Section 3 hereof. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. Upon delivery of the Warrant Shares issuable upon exercise of a Warrant in accordance herewith and of any required new Warrant Certificates, the Company shall direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be prominently marked as “CANCELLED” on the front and back of the Warrant Certificate by the Warrant Agent and maintained with all records, notices and other documents relating to the exercise of the Warrant. In , or delivered to the event such holder is entitled to a fractional shareCompany, in lieu thereof such holder accordance with the Company’s written instructions to the Warrant Agent. The Warrant Agent shall be paid a cash amount equal account promptly to such fraction, multiplied the Company with respect to Warrants exercised and concurrently pay to the Company all amounts received by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable Agent upon exercise of all Warrants held such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by such person, the Holders during normal business hours at its office. The Company shall issue a new Warrant to the holder of at its sole expense supply the Warrant so exercised covering Agent from time to time with such numbers of copies of this Agreement as the aggregate number of shares of Common Stock as to which Warrants remain unexercisedWarrant Agent may reasonably request.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as to all at any time on or any portion after the Closing Date until the tenth (10th) anniversary of the whole Closing Date on any day that is a Business Day, for all of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise its Warrant, the Holder will deliver to the Seller at the address designated by the Seller pursuant to Section 8.05, (i) a written notice of such Holder's election to exercise its Warrant, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Shares, and (iii) the Warrant. Such notice will be substantially in the form of the Subscription Form appearing at the end of the Warrants. Upon receipt of such notice, the Seller will, as promptly as practicable, and in any event within ten (10) business days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrantsand Other Securities issuable upon such exercise, accompanied by a subscription for shares to as provided in this Agreement. The stock certificate or certificates so delivered will be purchased in the form attached hereto such denominations as Exhibit B may be specified in such notice and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued registered in the name of such Holder, or, subject to compliance with transfer and delivered registration requirements under applicable federal and state securities laws, such other name as designated in such notice. A Warrant will be deemed to the Warrant holder a have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become a holder of record of such shares for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional shareall purposes, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date that such notice, together with payment of the surrendering of Exercise Price and the Warrant for exercise, notwithstanding any delays in is received by the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedSeller.

Exercise of Warrants. At During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3 hereof, each Holder may, subject to this Agreement, exercise, at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia or from time to time, Warrants may be exercised as to all or any a portion of the whole number of shares of Common Stock covered Warrants evidenced by the Warrants by Warrant Certificates in the holder thereof by surrender Holder’s name; provided, however, that in the event of the an exercise of a portion (but not all) of a Holder’s Warrants, such exercise shall represent at least one hundred (100) Warrant Shares. Each exercise must be accompanied by a subscription for shares to be purchased in (i) the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered surrender to the Company at its the principal office at Commonwealth Biotechnologiesof the Warrant Agent of such Warrant Certificate(s) with the form of notice attached thereto duly filled in and signed, Inc.which signature shall be guaranteed by an eligible guarantor institution (a bank, 000 Xxxx Xxxxx Xxxxxxsavings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule l7Ad-15 of the Securities Exchange Act of 1934, Xxxxxxxxas amended, Xxxxxxxx 00000and (ii) the payment to the Warrant Agent for the account of the Company of the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made in lawful money of the United States of America (i) in cash by wire transfer of immediately available funds to the Warrant Agent for the account of the Company, Attention: Chairman(ii) by certified or official bank check or checks to order of the Company, or (iii) by any combination thereof or by such other form or method of payment acceptable to the Warrant Agent. Upon the exercise of a Warrant any Warrants in whole or in partaccordance with this Agreement, the Company Warrant Agent, on the Company’s behalf, will within five (5) days thereafterissue and deliver with all reasonable dispatch, at its expense (including to or upon the payment by written order of the Company of any applicable issue Holder and in such name or transfer taxes)names as the Holder may designate, cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions as are necessary to complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 9 hereof). The certificate or certificates representing such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date the Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable shares and will not have been issued in violation of Common Stock or subject to which such holder is entitled upon exercise of the Warrantany preemptive rights. In the event such holder is that less than all of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a fractional sharenew Warrant Certificate evidencing the remaining Warrant(s), in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied and the Warrant Agent is hereby irrevocably authorized by the Current Value Company to countersign, issue and deliver the required new Warrant Certificate pursuant to the provisions of one full share this Section 4.2 hereof and of Common Stock Section 3 hereof. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on the date of exercise. Certificates for shares of Common Stock issuable by reason behalf of the exercise Company for such purpose. Upon delivery of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock Shares issuable upon exercise in accordance herewith and of all Warrants held by such personany required new Warrant Certificates, the Warrant Agent shall cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner permitted by applicable laws and satisfactory to the Company in accordance with its written instructions to the Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall issue a new Warrant to the holder of at its sole expense supply the Warrant so exercised covering Agent from time to time with such numbers of copies of this Agreement as the aggregate number of shares of Common Stock as to which Warrants remain unexercisedWarrant Agent may reasonably request.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable Subject to the order provisions of this Agreement, each registered holder of Warrants shall have the right to purchase from the Company, and the Company in the amount required for purchase of the shares as shall issue and sell to which the Warrant is being exercisedsuch registered holder, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable nonassessable shares of Common Stock to which such holder is entitled upon exercise of the WarrantCompany specified in the Warrants, upon surrender to the Company at the office of the Warrant Agent of such Warrants, with the form of election to purchase the Warrants filled out and signed, and upon payment to the Company of the Warrant Price, as specified herein. Any Warrant may be exercised in whole or in part. In the event such holder is entitled of exercise in part, the Warrant Agent shall issue and deliver to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value Warrant Holder another Warrant of one full share like tenor representing the unexercised number of Common Stock on shares. Payment for the date of exercise. Certificates for shares of Common Stock issuable by reason of the upon exercise of the Warrant or Warrants shall be dated in cash or by certified check to the order of the Company. "A" warrants may be exercised for a period of one year and "B" warrants may be exercised for period of five years from the dat of issuance. No adjustment shall be effective as of the date of the surrendering of the Warrant made for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of dividends on any Common Stock issuable upon exercise of all any Warrant. Subject to Section 5, hereof, upon surrender of Warrants held by such personand payment of the Warrant Price, the Company shall issue a new Warrant and cause to be delivered with all reasonable dispatch to, or upon the written order of the registered holder of Warrants exercised, and in such name or names as the holder shall designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect of any fraction of a share of Common Stock otherwise issuable upon surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date of surrender of the Warrants, and the payment of the Warrant so exercised covering Price; provided, however, that if, at the aggregate number date of shares surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date of which such books shall be opened, whether before, on or after 5:00 p.m., Utah time, on the respective dates of expiration of the Warrants, and until such date, the Company shall have no 2 obligation or duty to which deliver any certificate for such shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall not be closed at any one time for a period in excess of 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants remain unexercisedduly executed on behalf of the Company for such purpose. The Company shall pay all taxes and other governmental charges (other than income tax) that may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant Holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the Company's satisfaction that no tax or charge is due.

Exercise of Warrants. At (a) Subject to the provisions of this Agreement, at any time before June 25180 days after the date hereof and at or prior to 12:30 p.m. Pacific Time on [__], 2007 at 5:00 p.m.2014, Richmondeach registered holder of Warrants shall have the right, Virginia time, Warrants which may be exercised as in such Warrant Certificates expressed, to purchase from the Company (and the Company shall issue and sell to such registered holders of Warrants) all or any portion part of the whole number of fully paid and nonassessable shares of Warrant Common Stock specified in such Warrant Certificates (subject to the adjustments as herein provided), upon surrender to the Company at the office of the Warrant Agent specified in Section 21 hereof, of such Warrant Certificates with the exercise form on the reverse thereof duly filled in and signed, and upon payment to the Warrant Agent to the account of the Company of the Warrant Price for the number of shares of Warrant Common Stock covered in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be deemed to be the date of its receipt by the Warrants Warrant Agent duly filled in and signed and accompanied by the holder thereof proper funds as hereinafter provided. Payment of such Warrant Price may be made in wire transfer in immediately available funds, cash, or by certified or official bank check. No adjustment shall be made for any cash dividends on shares of Warrant Common Stock issuable upon exercise of a Warrant. Upon such surrender of the Warrants, accompanied by a subscription for shares and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be purchased in delivered with all reasonable dispatch to or upon the form attached hereto as Exhibit B and by a check payable to the written order of the Company registered holder of such Warrants and in the amount required for purchase of the shares such name or names as to which the Warrant is being exercisedsuch registered holder may designate, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable full shares of Warrant Common Stock to which such holder is entitled so purchased upon the exercise of the Warrant. In the event such holder is entitled to a fractional shareWarrants together with cash as provided in Section 11 of this Agreement, in lieu thereof such holder shall be paid respect of any fraction of a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercisesuch stock issuable upon such surrender. Certificates Each person in whose name any certificate for shares of Common Stock issuable by reason of is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Warrant or Certificate evidencing such Warrants shall be dated was duly surrendered and shall be effective as payment of the Warrant Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the surrendering Common Stock transfer books of the Warrant for exerciseCompany are closed, notwithstanding any delays in such person shall be deemed to have become the actual executionrecord holder of such shares on, issuance or delivery and such certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedare open.

Exercise of Warrants. At Subject to the terms of this Agreement, the Warrant holder shall have the right, at any time before June 25and from time to time after December 31, 2007 at 2000 until 5:00 p.m., RichmondPacific Time, Virginia timeon September 17, Warrants 2009, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Securities to which the Warrant holder may at the time be exercised as entitled to all or any portion purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the whole Warrant (or a copy thereof) to the Company, together with the Exercise Form duly completed and executed and payment in the aggregate amount equal to the Exercise Price multiplied by the number of shares of Common Stock covered by being purchased. At the Warrants by the holder thereof by surrender option of Holder, payment of the Warrants, accompanied Exercise Price may be made either by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a (i) personal or business check payable to the order of the Company in the amount required for purchase Company, (ii) surrender of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the then held representing that number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, has an aggregate Fair Value determined in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock accordance with this Agreement on the date of exercise. Certificates exercise equal to the aggregate Exercise Price for all shares of Common Stock issuable to be purchased pursuant to the Warrant, (iii) by reason a promissory note bearing interest at six percent (6%) per annum and payable in five equal annual installments commencing on the first anniversary of the exercise of the Warrant Warrant, or Warrants (iv) by any combination of the foregoing methods. The Holder of Common Stock issued in exchange for a promissory note as contemplated in clause (iii) above shall have no voting rights, dividend rights or liquidation rights pursuant to Section VI hereof or any other rights until payments are made on the promissory note, at which time such rights shall be dated and deemed to have accrued on the whole number of shares paid for at the Exercise Price by each principal payment on the promissory note. If the Holder of Common Stock issued in exchange for a promissory note defaults in payment of such note, upon 30 days written notice, the Company shall forthwith cancel the Common Stock so issued which has not been paid for, and, until such time as the Holder shall have paid the promissory note in full, the Company will not be effective as obligated to reissue such shares of Common Stock. All shares paid for with a promissory note will bear a legend to the foregoing effect. Within ten business days of the date of the surrendering Company's receipt of the Warrant for exercise(or a copy thereof), notwithstanding any delays in the actual executioncompleted and signed Exercise Form and the requisite payment (if any), issuance the Company shall issue and deliver (or delivery cause to be delivered) to the exercising Holder stock certificates aggregating the number of the certificates for the shares so of Warrant Securities purchased. In the event the Company fails to deliver or cause to be delivered to the Holder such certificates (without legend or restriction if such Warrant Securities are then registered pursuant to the Warrant Agreement) within such ten business day period, unless such failure is based on an order of a Warrant court of competent jurisdiction or Warrants a governmental agency or an Exchange or other market on which the Company's securities are listed or traded (provided such order is exercised as to less than not a result of action or inaction of the aggregate amount Company), simultaneously with the late delivery of all shares of Common Stock issuable upon exercise of all Warrants held by such personcertificate, the Company shall issue a new Warrant pay to the holder Holder an amount equal to the product of (x) the last sale price on the date the certificates are properly issued and delivered to the Holder, less the last sale price on the date of the Warrant so exercised covering Exercise Form, multiplied by (y) the aggregate number of shares of Common Stock Warrant Securities purchased as to set forth in the Exercise Form (the "Delay Damages"). In the event the Company restricts or delays the transfer or clearance of such certificates by the Holder (whether by stop transfer order, unreasonable delay or otherwise), unless such action is based on an order of a court of competent jurisdiction or a governmental agency or an Exchange or other market on which Warrants remain unexercised.the Company's securities are listed or traded (provided such order is not a result of action or inaction of the Company), the

Exercise of Warrants. At any time before June 25, 2007 and from time to time after the date hereof and expiring on the third anniversary of the effective date of this Warrant Agreement at 5:00 p.m., Richmond, Virginia timeCentral Standard Time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B to each Warrant Certificate and by a check payable payment to the order of Company as set forth in the Company Warrant Certificate in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx Xxxxxx, XxxxxxxxSuite 1704, Xxxxxxxx 00000Oklahoma City, Oklahoma 73102, Attention: ChairmanPresident. Upon the exercise of a Warrant Warrant, in whole or in part, the Company will will, within five ten (510) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof thereof, such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value (as hereafter defined) of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised exercised, as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At (a) Subject to the terms and conditions of this Agreement, the Holder of any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrantsexercise, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, such Hxxxxx’s right to purchase the Warrant Shares by completing, executing and delivering a physical copy or .pdf copy via email of a Notice of Exercise to the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered with a copy to the Warrant holder a certificate Agent in accordance with Section 8.2. The exercising Holder shall be required to physically surrender the Warrant Certificate (if any) to the Warrant Agent in connection with any exercise thereof. Except to the extent that the cashless exercise procedure specified in Section 4.3(b) is specified in the applicable Notice of Exercise, within the earlier of (i) two (2) Trading Days or certificates for (ii) the number of fully paid and non-assessable shares Trading Days comprising the Standard Settlement Period following the date on which the Company received the Notice of Common Stock Exercise, the applicable Holder shall pay to which such holder is entitled upon exercise the Warrant Agent on behalf of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash Company an amount equal to such fraction, the applicable Exercise Price multiplied by the Current Value number of one full share Warrant Shares as to which the Warrants are being exercised (the “Aggregate Exercise Price”) in United States dollars by personal, certified or official bank check payable to the Warrant Agent or by wire transfer to an account specified in writing by the Warrant Agent to such Holder. No ink-original Notice of Common Stock on Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required unless required by the date Warrant Agent in the case of exercise. Certificates for shares an issuance of Common Stock issuable by reason of Warrant Shares to a Person who is not the exercise registered Holder of the Warrant or being exercised. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. Following the exercise by a Holder of any of its Warrants, the Warrant Agent shall reduce the Warrant Register and such Hxxxxx’s position by the number of Warrants duly exercised. As stated above, if a Warrant Certificate is surrendered by the exercising Holder and such Warrant Certificate covers a larger number of Warrants than the number exercised, the Warrant Agent shall deliver to the exercising Holder a New Warrant Certificate for the unexercised portion of such Warrant Certificate. Except as otherwise set forth herein, any exercise of Warrants pursuant to the terms of this Agreement shall be dated irrevocable and shall be effective as constitute a binding agreement between the Holder and the Company, enforceable in accordance with the terms of the date of Warrants and this Agreement. Any Warrant Certificate surrendered upon exercise to the surrendering of Company or the Warrant for exercise, notwithstanding any delays in Agent by a Holder shall be promptly cancelled by the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedCompany.

Exercise of Warrants. At (a) During the period specified in Section 2.2, any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, whole number of Warrants may be exercised as to all or any portion by providing certain information set forth on the reverse side of the whole number respective Warrant Certificate and by paying in full, in lawful money of shares the United States of Common Stock covered America in cash, by certified check or official bank check or by bank wire transfer, in each case, in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at [_______________]; provided that such exercise is subject to receipt by the Warrants Warrant Agent, within three business days of such payment, of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The later of the date on which payment in full of the Warrant Price is received by the holder thereof by surrender Warrant Agent or the date of receipt of the WarrantsWarrant Certificate as aforesaid, accompanied by a subscription for shares shall be deemed to be purchased in the form attached hereto as Exhibit B and date on which such Warrant is exercised (the "Exercise Date"). The Warrant Agent shall deposit all funds received by a check payable it with respect to the order payment of the Company Warrant Price in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued an account in the name of the Company maintained with the Warrant Agent and delivered shall notify the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone notice to the Company in writing. (b) The Warrant holder a certificate or certificates for Agent shall, as promptly as practicable after the exercise of any Warrants, advise the Company of (i) the number of fully paid and non-assessable shares Warrants exercised, (ii) the instructions of Common Stock each Warrant Holder with respect to delivery of the Warrant Securities to which such holder Warrant Holder is entitled upon exercise such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrant. In the event Warrants remaining after such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised and (iv) such other information as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedreasonably require.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Each Holder of a Warrant Certificate may -------------------- exercise such related Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by upon (i) surrender of the WarrantsWarrant Certificate at the principal office of the Company as identified in Section 14 hereof, accompanied by a subscription for shares with the form of election to purchase on the reverse thereof duly completed and signed, (ii) payment of the Exercise Price with respect to the Warrant Shares being purchased, and (iii) if required pursuant to Section 5, an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Company demonstrating that such taxes have been paid). Payment of the Exercise Price may be purchased made (a) in the form attached hereto as Exhibit B and of cash or by a certified or official bank check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5b) days thereafter, at its expense (including the payment by the Company of any applicable issue surrendering additional Warrants or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock for cancellation to which the extent the Company may lawfully accept shares of Common Stock, with the value of such holder is entitled upon exercise shares of Common Stock for such purpose to equal the average Current Market Price of the Warrant. In Common Stock during the event such holder is entitled 10 Trading Days preceding the date surrendered and the value of the Warrants to equal the difference between the value of a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock and the Exercise Price. The Company shall, as soon as practicable after such surrender for exercise of Warrant Certificates and compliance with the other conditions herein contained, deliver at such offices of such transfer agent to the Person for whom such Warrant Certificates are so surrendered, or to the nominee or nominees of such Person, in its sole discretion, certificates evidencing the number of full shares of Warrant Shares to which such Person shall be entitled, together with a cash payment in respect of any fraction of a share of such Warrant Shares as hereinafter provided. Subject to the following provisions of this paragraph, each exercise shall be deemed to have been effected immediately prior to the close of business on the date on which the Warrant Certificates to be exercised shall have been surrendered together with the payment of exercisethe aggregate exercise price and taxes (if applicable), all as provided in this Section 4.2, and the Person or Persons entitled to receive the Warrant Shares deliverable upon exercise of such Warrants shall be treated for all purposes as the record holder or holders of such Warrant Shares at such time on such date, unless the stock transfer books of the Company shall be closed on such date, in which event such Person or Persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such exercise shall be effected based on the Conversion Exercise Price in effect on the date on which such Warrant Certificates shall have been surrendered and the other conditions specified above have been satisfied. No holder of Warrants shall have any rights as a holder of Warrant Shares (or any other securities into which the Warrants may become exercisable) unless and until such exercise has been effected. If a Warrant Certificate is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrants, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued to the Holder, or its nominee(s), without charge therefor, and the Company shall issue and deliver the required new Warrant Certificate or Certificates for shares pursuant to the provisions of Common Stock issuable by reason this Section 4 and of Section 3 hereof. All Warrant Certificates surrendered in the exercise of the Warrant or Warrants rights thereby evidenced shall be dated and shall be effective as canceled. Each Holder of the date of the surrendering of the a Warrant for exercise, notwithstanding any delays represented by a Preferred Stock certificate may exercise such Warrant in the actual execution, issuance or delivery of manner substantially similar as set forth above by surrendering the certificates Preferred Stock certificate in exchange for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Preferred Stock issuable upon exercise of all Warrants held by such person, the Company shall issue certificate representing a new Warrant to the holder of the Warrant so exercised covering the aggregate like number of shares of Common Preferred Stock as to which Warrants remain unexercisedand otherwise following the procedures set forth above.

Exercise of Warrants. At any time before June 25Subject to the provisions of this Agreement, 2007 at 5:00 p.m., Richmond, Virginia time, each registered holder of Warrants shall have the right which may be exercised as during a four-year period commencing December 20, 1994 and ending at the close of business on December 20, 1998 to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of purchase from 2 the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to (and the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise shall issue and sell to such registered holder of a Warrant in whole or in part, the Company will within five (5Warrants) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable Common Shares specified in such Warrants, upon surrender to the Company at the office of the Warrant Agent of such Warrants, with the form of election to purchase duly filled in and signed, and upon payment to the order of the Company of the Warrant exercise price, determined in accordance with Sections 11 and 12 herein, for the number of shares in respect of Common Stock to which such holder is entitled Warrants are then exercised. Payment of such Warrant Price shall be made in cash or by certified check or bank draft or postal or express money order payable, in United States dollars, to the order of the Company. No adjustment shall be made for any dividends on any Common Shares issuable upon exercise of the a Warrant. In The Warrants shall expire at the event close of business December 20, 1998. Subject to Sections 7 and 8, upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder is entitled of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the largest number of whole Common Shares so purchased upon the exercise of such Warrants. The Company shall not be required to issue any fraction of a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exerciseStock. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such shares as of the date of the surrendering surrender of such Warrants and payment of the Warrant Price as aforesaid provided, however, that if, at the date of surrender of such warrants and payment of such warrant price, the transfer books for exercisethe Common Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchasedin respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such shares; provided, further, however, that the transfer books aforesaid, unless otherwise required by law or by applicable rule of any national securities exchange, shall not be closed at any one time for a period longer than 20 days. In The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the shares specified therein at any time prior to the date of expiration of the Warrant, a new Warrant or Warrants is exercised as will be issued to less than such registered holder for the aggregate amount remaining number of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of specified in the Warrant so exercised covering surrendered, and the aggregate number of shares of Common Stock as to which Warrants remain unexercised.Warrant Agent is hereby

Exercise of Warrants. At Subject to the terms of this Agreement, the Warrant holder shall have the right, at any time before June 25, 2007 at and from time to time until 5:00 p.m., RichmondPacific Time, Virginia timeon November 9, Warrants 2004, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Securities to which the Warrant holder may at the time be exercised as entitled to all or any portion purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the whole Warrant (or a copy thereof) to the Company, together with the Exercise Form duly completed and executed and payment in the aggregate amount equal to the Exercise Price multiplied by the number of shares of Common Stock covered by the Warrants by the holder thereof by surrender being purchased. Payment of the Warrants, accompanied Exercise Price shall be made by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a personal or business check payable to the order of the Company in Company; PROVIDED, HOWEVER, that upon the amount required for purchase consent of a majority of the shares as Board of Directors of the Company, the Holder shall have the right to which pay the Warrant is being exercised, delivered exercise price by surrender to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock with a Fair Value equal to the exercise price. Within five business days of the Company's receipt of the Warrant (or a copy thereof), the completed and signed Exercise Form and the requisite payment, the Company shall issue and deliver (or cause to be delivered) to the exercising Holder stock certificates aggregating the number of shares of Warrant Securities purchased. In the event the Company fails to deliver or cause to be delivered to the Holder such certificates (without legend or restriction if such Warrant Securities are then, or are required to be, registered pursuant to the Warrant Agreement) within such five business day period, the Company shall pay to the Holder an amount equal to the greater of (i) $250 per calendar day, (ii) the product of (x) the last sale price on the date the certificates are properly issued and delivered to the Holder, less the last sale price on the date of the Exercise Form, multiplied by (y) the number of shares of Warrant Securities purchased as set forth in the Exercise Form, or (iii) the quotient of (x) the last reported sale price on the day prior to which Warrants remain unexercisedthe date of the Exercise Form, multiplied by the number of shares of Warrant Securities issuable to such Holder upon such exercise, divided by (y) 200 (the "Delay Damages"), for each day after the fifth business day following the delivery of the Warrant and such Exercise Form to the Company through and including the day such certificates (without legend or restriction if such Warrant Securities are then, or are required bo be, registered pursuant to the terms of the Warrant Agreement) are delivered to the Holder at the address set forth in such Exercise Form. In the event the Company restricts or delays the transfer or clearance of such certificates by the Holder (whether by stop transfer order, unreasonable delay or otherwise), the Company shall pay to the Holder the Delay Damages for each calendar day of such restriction or delay.

Exercise of Warrants. At any time before June 25Each Warrant entitles the registered owner thereof to purchase one Share at a purchase price equal to $2.00 per Share ( the "Exercise Price") and shall be exercisable for sixty (60) months commencing on January 26, 2007 at 5:00 p.m.1998. Subject to the provisions of this Agreement, Richmondeach Holder shall have the right, Virginia time, Warrants which may be exercised as set forth in such Warrants, to all purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable shares (rounded up to the nearest full share) specified in such Warrants, upon surrender to the Company, or any portion its duly authorized agent, of such Warrants, with the form of Election to Purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the whole NASD and upon payment to the Company of the Exercise Price for the number of shares Shares in respect of Common Stock covered which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a certified check or official blank check payable to the order of the Company in the amount required Company. No adjustment shall be made for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the any dividends on any Shares issuable upon exercise of a Warrant in whole or in partWarrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch (and in no event more than three business days from the date of each such surrender and payment) to or upon the written order of the Holder of such Warrants and in such name of and delivered to the Warrant holder or names as such Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Shares so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant such Warrants. Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Shares as of the date of the surrendering surrender of Warrants and payment of the Warrant Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for exercisethe Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchasedShares shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. In The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise, a new Warrant or Warrants is exercised as to less than will be issued for the aggregate amount remaining number of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of Shares specified in the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedsurrendered.

Exercise of Warrants. At any time before June 25Subject to the provisions of this Agreement, 2007 at 5:00 p.m.each registered holder of the Unit Warrants shall have the right, Richmond, Virginia time, Warrants which may be exercised commencing as to all or any portion of 11:00 A.M. New York City time on October 16, 1989, the effective date of the whole offering, to purchase from the Company the number of shares in respect of which such Unit Warrants are then exercised. The Company shall then issue and sell such fully paid and non-assessable Common Stock covered by Shares specified in such Unit Warrants at the Warrants by exercise prices therein stated (the holder thereof by "Warrant Price"), upon surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal the office at Commonwealth Biotechnologiesof the Warrant Agent of such Unit Warrants, Inc.with the form of election to purchase on the reverse thereof duly filled in and signed, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairmanand upon payment to the Company of the Warrant Price as determined in accordance with the provisions of Section 9 and 10 of this Agreement. Upon the Payment of such Warrant Price shall be made in cash or by certified check or bank draft for any Common Shares issuable upon exercise of a Unit Warrant. Subject to Section 6, upon such surrender of Unit Warrants, and payment of the Warrant in whole or in partPrice as aforesaid, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch to or upon the written order of the registered holder of such Unit Warrants and in the such name of and delivered to the Warrant or names as such registered holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of full Common Stock to which such holder is entitled Shares so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant such Unit Warrants, together with cash, as provided in Section 11 of this Agreement, in respect of any fraction of a Common Share otherwise issuable upon such surrender. Such certificate or Warrants certificates shall be dated deemed to have been issued and any person designated to be named therein shall be effective deemed to have become a holder of record of such shares as of the date of the surrendering surrender of such Unit Warrants and payment of the Warrant Price as aforesaid; provided however, that if, on the date of surrender of such Unit Warrants, the transfer books for exercisesuch Common Shares or other class of stock purchasable upon the exercise of such Unit Warrants shall be closed, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the such shares so purchased. In the event a Warrant or in respect of which such Unit Warrants is are then exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by shall not be issued until such personbooks shall be opened, and until such date the Company shall issue be under no duty to deliver any certificate for such shares; provided further, however, that the transfer books aforesaid, unless otherwise required by law or by applicable rule of any national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Unit Warrants shall be exercisable at the election of the registered holders, thereof, either as an entirety or from time to time for part only of the shares specified therein and, in the event that any Unit Warrant is exercised in respect of less than all of the shares specified therein at any time prior to the date of expiration of the Unit Warrant, a new Unit Warrant or Unit Warrants will be issued to such registered holder for the holder of the Warrant so exercised covering the aggregate remaining number of shares specified in the Unit Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Unit Warrants pursuant to the provisions of Common Stock as to which this Section and of Section 3 of this Agreement and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Unit Warrants remain unexercisedduly executed on behalf of the Company for such purpose.

Exercise of Warrants. At any time before and from time to time on and after June 25, 2007 1998 and expiring on June 25, 2002 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as Each Warrant initially entitles the Holder thereof to all or any portion of the whole number of purchase 0.33 shares of Common Stock covered by the Warrants by the holder thereof by surrender upon payment of the Warrants, accompanied by a subscription for shares to Warrant Price (as defined in Section 9 hereof). A Warrant may be purchased in the form attached hereto as Exhibit B and by a check payable exercised upon surrender to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company Agent at its principal office at Commonwealth Biotechnologies10 Commerce Drive, Inc.Cranford, 000 Xxxx Xxxxx XxxxxxNew Jersey 07016 of the certificate or certificates evidencing the Warrants to be exercised, Xxxxxxxxtogether with the form of election to purchase on the reverse thereof duly fillex xx xxx xxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise xxxxx xxxxxxxxx xxxxx xx xxxranteed by a member of a recognized guarantee medallion program, and upon payment to the Warrant in whole or in part, Agent for the Company will within five (5) days thereafter, at its expense (including the payment by account of the Company of any applicable issue the Warrant Price (as defined in and determined in accordance with the provisions of Sections 9 and 10 hereof), or in the manner provided in Section 5.3, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price shall be made by an uncertified check drawn upon a U.S. bank or a wire transfer taxes)payable to the Warrant Agent, or in the manner provided in Section 5.3. As soon as the Warrant Agent receives a form of election to purchase Warrant Shares, it shall immediately notify the Company. Subject to Section 6 hereof, upon the surrender of certificate or certificates representing the Warrants and payment of the Warrant Price as aforesaid, the Warrant Agent shall, upon the written order of the Holder and in such name or names as the Holder may designate, cause to be (a) effected a book-entry transfer crediting the account of such Holder or designee or (b) issued in the name of and delivered to the Warrant holder a certificate or certificates certificates, in each case for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the such Warrants, together with cash, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. If permitted by applicable law, any such certificate or Warrants certificates shall be dated and deemed to have been issued or any such book-entry transfer shall be effective deemed to have been effected, and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares, as of the date of the surrendering surrender of such Warrants and payment of the Warrant for exercisePrice. The rights of purchase represented by the Warrants shall be exercisable, notwithstanding any delays in at the actual execution, issuance or delivery election of the certificates for Holders thereof, either in full or from time to time in part and, if a certificate evidencing Warrants is exercised in respect of less than all of the shares so purchased. In Warrant Shares purchasable on such exercise at any time prior to the event date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants shall be issued, and the Warrant Agent is exercised as hereby irrevocably authorized to less than countersign and deliver the aggregate amount required new Warrant certificate or certificates pursuant to the provisions of all shares this Section and Section 3, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant certificates duly executed on behalf of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedfor such purpose.

Exercise of Warrants. At Subject to the terms hereof, this Warrant may be exercised or exchanged in whole or in part, at any time before June 25or from time to time, 2007 on any business day commencing at the opening of business on January 1, 2006 and until 5:00 p.m., RichmondNew York City time on January __, Virginia 2009 (the "EXPIRATION DATE"). This Warrant represents the right to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at any time be entitled to receive upon exercise or exchange of this Warrant and payment of the Exercise Price for the Warrant Shares. This Warrant if not exercised or exchanged prior to 5:00 p.m., New York City time, Warrants on the Expiration Date shall become void and all rights hereunder shall cease as of such time. This Warrant may be exercised or exchanged upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 9 hereof) of this Warrant with the form of election to purchase attached hereto as Exhibit A duly filled in and signed and upon payment to all or any portion the Company of the whole Exercise Price which is set forth in Section 2 (as adjusted as herein provided) for the number of Warrant Shares in respect of which this Warrant is then exercised or exchanged. The Exercise Price shall be payable, at the option of the Holder, either (i) by wire transfer of immediately available funds to an account designated by the Company or by certified or official bank check to the order of the Company (by "EXERCISE") or (ii) by acceptance of a reduced number of shares of Common Stock covered in accordance with the further provisions of this paragraph (by the Warrants by the holder thereof by surrender "EXCHANGE"). If Holder elects to acquire shares of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable Common Stock pursuant to the order of cashless exchange procedure set forth in this clause (ii), the Holder shall receive from the Company in upon exchange of this Warrant the amount required for purchase number of shares of Common Stock determined by multiplying (A) the number of shares as of Common Stock with respect to which the this Warrant is being exercisedexchanged at such time by (B) a fraction, delivered to (1) the numerator of which shall be the difference between (x) the Current Market Price per share of Common Stock at such time and (y) the Exercise Price per share of Common Stock, and (2) the denominator of which shall be the Current Market Price per share of Common Stock at such time. The Company at its principal office at Commonwealth Biotechnologiesshall issue a new Warrant for the portion, Inc.if any, 000 Xxxx Xxxxx Xxxxxxof this Warrant not being exercised or exchanged, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairmanas provided in the next paragraph. Upon the exercise of a If this Warrant in whole shall have been exercised or exchanged only in part, the Company will within five (5) days thereaftershall, at its expense (including the time of delivery of the certificate or certificates or other evidence of ownership of Common Stock, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. Subject to the provisions of Section 4 hereof, upon surrender of this Warrant and payment by of the Exercise Price, the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch (and in any event within five business days after such receipt) to or upon the written order of the Holder and in such name of and delivered to or names as the Warrant holder Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares full Warrant Shares issuable upon the exercise or exchange of Common Stock this Warrant together with cash as provided in Section 6 or Section 7; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied effected by the Current Value Company as described in subsection (i) of one full share of Common Stock on the date of exercise. Certificates Section 6 hereof, or a tender offer or an exchange offer for shares of Common Stock issuable by reason of the exercise Company shall be made, upon surrender of this Warrant and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise or Warrants exchange of this Warrant in the manner described in this sentence together with cash, if any, as provided in Section 6. Such certificate or certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering surrender of this Warrant and payment of the Warrant Exercise Price. Prior to the exercise or exchange of this Warrant, except as may be specifically provided for exerciseherein, notwithstanding any delays in (i) the actual executionHolder, issuance or delivery by reason of the certificates for ownership or possession of this Warrant, shall not be entitled to any of the shares so purchased. In the event rights of a Warrant or Warrants is exercised as to less than the aggregate amount of all shares holder of Common Stock issuable upon exercise of all Warrants held by such personthe Company, including, without limitation, the Company right to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of the Holder, by reason of the ownership or possession of this Warrant, shall issue a new Warrant not be required with respect to any action or proceeding of the Company; (iii) the Holder, by reason of the ownership or possession of this Warrant, shall not have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holder stockholders of the Company prior to, or for which the relevant record date preceded, the date of the exercise or exchange of this Warrant; and (iv) the Holder shall not have any right relating to its ownership or possession of this Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisednot expressly conferred by this Warrant.

Exercise of Warrants. At any time before June 25In the event the Closing shall not have occurred prior to April 27, 2007 at 5:00 p.m.1998 (or such later date on which the Warrants are to expire) (the Warrant Exercise Date ), Richmondthe Partnership shall exercise the Warrants in full prior to the close of business, Virginia New York City time, on such date. In the event the Closing shall occur prior to the Warrant Exercise Date, the Partnership shall exercise the Warrants in full immediately prior to the Closing. The Partnership shall not be required to exercise the Warrants in accordance with this Section 2.3(a) unless on or prior to the Warrant Exercise Date or the Closing Date, as the case may be exercised as be, it shall have received from Parent or Holdco Sub immediately available funds in an amount equal to all $28,356,015, which is equal to the aggregate exercise price for the Warrants (the Aggregate Exercise Price ), or any portion until immediately available funds in an amount equal to the Aggregate Exercise Price have been transferred to the Company by Parent on behalf of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender Partnership. The obligation of the Warrants, accompanied Partnership to repay such advance shall be evidenced by a subscription for shares to be purchased note in the form attached hereto as of Exhibit B and E (the Note ), which note shall be secured by a check payable to the order of the Company in the amount required for purchase pledge of the shares as to which the Warrant is being exercised, delivered to the of Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Class A Common Stock to which such holder is entitled issued upon exercise of the WarrantWarrants in the form of Exhibit F (the Pledge ). In The Partnership shall pay to Parent interest on the event Aggregate Exercise Price from (and including) the date on which the Aggregate Exercise Price is advanced to (or on behalf of) the Partnership to (but excluding) the date the Note (and such holder interest) is entitled to a fractional sharerepaid. Such interest, in lieu thereof such holder if any, and the Aggregate Exercise Price shall be paid payable by the Partnership to Parent, without offset, at the earlier to occur of (i) the Closing and (ii) the date this Agreement is terminated in accordance with its terms (the Termination Date ). Such interest shall accrue (A) for any period ending on or prior to July 25, 1998, at a cash amount rate equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason sum of the exercise of Applicable Eurodollar Margin and the Warrant or Warrants shall be dated and shall be effective Eurodollar Rate at the time in effect under the Credit Agreement, assuming a 30-day Interest Period (as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays defined in the actual executionCredit Agreement) (such interest rate from time to time in effect, issuance or delivery the Revolving Interest Rate ; provided, however, that no amendment to the Credit Agreement shall have the effect of modifying the certificates Revolving Interest Rate hereunder) and (B) for any period from and including July 25, 1998, at a rate of 10% per annum. If the shares so purchased. In the event a Warrant or Warrants is exercised as to less than Closing occurs, the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering Cash Election Share Price payable and/or the aggregate number of shares Exchange Shares to be delivered by Parent and Holdco Sub at the Closing shall be reduced by the amount of principal and interest payable by the Partnership under the Note (the Payoff Amount ) in respect of each Partner in proportion to each Partner's allocable share of the Payoff Amount, the determination of the portion of the Payoff Amount allocable to the Cash Electing Partners and the Share Electing Partners to be made by the Partnership and notified to Parent in writing at least three Business Days in advance of the Closing. Any reduction in the Exchange Shares to be issued shall be based on the average closing price for Parent Class A Common Stock as to which Warrants remain unexercisedof the close of business for each of the ten trading days ending on and including the third Business Day preceding the Closing Date.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable Subject to the order provisions of this Agreement, each registered holder of Warrants shall have the right to purchase from the Company, and the Company in the amount required for purchase of the shares as shall issue and sell to which the Warrant is being exercisedsuch registered holder, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable nonassessable shares of Common Stock to which such holder is entitled upon exercise of the WarrantCompany specified in the Warrants, upon surrender to the Company at the office of the Warrant Agent of such Warrants, with the form of election to purchase the Warrants filled out and signed, and upon payment to the Company of the Warrant Price, as specified herein. Any Warrant may be exercised in whole or in part. In the event such holder is entitled of exercise in part, the Warrant Agent shall issue and deliver to a fractional share, in lieu thereof such holder the Warrant Holder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of Warrants shall be paid in cash or by certified check to the order of the Company. The Warrants may be exercised for a cash amount equal to such fraction, multiplied by the Current Value period of one full share of Common Stock on year from the date of exerciseissuance. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants No adjustment shall be dated and shall be effective as of the date of the surrendering of the Warrant made for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of dividends on any Common Stock issuable upon exercise of all any Warrant. Subject to Section 5, hereof, upon surrender of Warrants held by such personand payment of the Warrant Price, the Company shall issue a new Warrant and cause to be delivered with all reasonable dispatch to, or upon the written order of the registered holder of Warrants exercised, and in such name or names as the holder shall designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect of any fraction of a share of Common Stock otherwise issuable upon surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date of surrender of the Warrants, and the payment of the Warrant so exercised covering Price; provided, however, that if, at the aggregate number date of shares surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date of which such books shall be opened, whether before, on or after 5:00 P.M., Utah time, on the respective dates of expiration of the Warrants, and until such date, the Company shall have no obligation or duty to which deliver any certificate for such shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall not be closed at any one time for a period in excess of 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants remain unexercisedduly executed on behalf of the Company for such purpose. The Company shall pay all taxes and other governmental charges (other than income tax) that may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant Holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the Company's satisfaction that no tax or charge is due. SECTION 6.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, at any time or from time to time, during the Exercise Period, by presentation and surrender to the Company will within five (5) days thereafter, at its expense address set forth in SECTION 8 of this Warrant Certificate (including or the delivery of a customary affidavit of loss with indemnity) with the Election To Exercise, attached hereto as EXHIBIT A duly completed and executed, and (i) payment by in full of the Company of any applicable issue or transfer taxes)Exercise Price, cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and nonWarrants being exercised by wire transfer in immediately available funds, bank draft or cashier's check, or (ii) without payment of any additional consideration through a "cashless" or "net-assessable shares of Common Stock to which such holder is entitled upon issue" exercise of each such Warrant ("Cashless Exercise"); in a Cashless Exercise, the Warrant. In the event such holder is entitled shall exchange each Warrant subject to a fractional shareCashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, in lieu thereof such holder the numerator of which shall be paid a cash amount equal to the difference between (x) the Price (for the trading day preceding such fractionpresentation and surrender), multiplied by and (y) the Current Value Exercise Price for each such Warrant, and the denominator of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants which shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates Price (for the shares so purchasedtrading day preceding such presentation and surrender); and the Election to Exercise shall set forth the calculation upon which the Cashless Exercise is based, or (iii) a combination of (i) and (ii) above. In If the event a holder of this Warrant or Warrants is exercised as to Certificate at any time exercises less than all the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personWarrants, the Company shall issue to such a new holder a warrant certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. Likewise, upon the presentation and surrender of this Warrant Certificate to the Company at its address set forth in SECTION 8 and at the request of the holder, the Company will, without expense, at the option of the holder, issue to the holder of the in substitution for this Warrant so exercised covering the Certificate one or more warrant certificates in identical form and for an aggregate number of shares Warrants equal to the number of Common Stock as to which Warrants remain unexercisedevidenced by this Warrant Certificate.

Exercise of Warrants. At any time before June 25, 2007 and from time to time on and after the first anniversary of the date hereof and expiring on the fifth anniversary of the effective date of this Agreement at 5:00 p.m., Richmond, Virginia timeCentral Standard Time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies0000 Xxxxxxxxx Xxx, Inc., 000 Xxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: ChairmanPresident. Warrants may also be exercised from time to time, without any payment required for the purchase of the shares as to which the Warrant is being exercised, as to all or any portion of the number of shares of Common Stock covered by the Warrant(s) by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares, pursuant to which the holder thereof will be entitled to receive upon such surrender of the Warrant(s) (and without any further payment) that number of shares of Common Stock equal to the product of the number of shares of Common Stock obtainable upon exercise of the Warrant(s) (or the portion thereof as to which the exercise relates ) multiplied by a fraction: (i) the numerator of which shall be the difference between the then Current Value (as hereinafter defined) of one full share of Common Stock on the date of exercise and the Exercise Price, and (ii) the denominator of which shall be the Current Value of one full share of Common Stock on the date of exercise. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised exercised, as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25(a) This Warrant is exercisable in whole or in part at the Exercise Price per share of Common Stock payable hereunder, 2007 at 5:00 p.m.payable in cash or by certified or official bank check, Richmondor, Virginia time, Warrants may be exercised as to all or any portion if the resale of the whole Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") (or, if after the registration statement covering the Warrant Shares is declared effective, sales of the Warrant Shares may not be made thereunder for any reason), by "cashless exercise," by means of tendering this Warrant to the Company to receive a number of shares of Common Stock covered by equal to the Warrants by difference between the holder thereof by surrender Market Value of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of this Warrant and the product of the number of shares issuable upon exercise and the Exercise Price, divided by the Market Value Per Share. For example, if Holder receives a warrant to purchase 1,500,000 shares of Common Stock at an Exercise Price of $1.00 and decides to use the "cashless exercise" method to exercise its option to purchase all Warrants held by such person1,500,000 shares at a time when the Company's Common Stock has a Market Value Per Share of $10.00, Holder would receive 1,350,000 shares of Common Stock upon exercise. Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, the Company Holder shall issue be entitled to receive a new Warrant certificate or certificates for the shares of Common Stock so purchased. For the purposes of this Section 2, "Market Value" shall be an amount equal to the holder average closing bid price of a share of Common Stock for the ten (10) days preceding the Company's receipt of the Warrant so exercised covering Notice of Exercise Form duly executed multiplied by the aggregate number of shares of Common Stock as to which Warrants remain unexercisedbe issued upon surrender of this Warrant, and "Market Value Per Share" shall be an amount equal to the average closing bid price of a share of Common Stock for the ten (10) days preceding the Company's receipt of the duly executed Notice of Exercise Form.

Exercise of Warrants. At any time before June 25Subject to the terms of this Agreement, 2007 each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., Richmond, Virginia New York City time, Warrants may be exercised as on the Expiration Date to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of receive from the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of Common Stock such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Warrant Holder shall be entitled to which exercise such holder Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is entitled permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 8, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the WarrantWarrants. In The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice, provided, however, in no event such holder is will Holders be entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant any damages or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates other remedy for the shares so purchased. In the event a Warrant or Warrants is exercised as Company's failure to less give such notice other than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by any such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedextension.

Exercise of Warrants. At (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia or from time to time, Warrants may on or after the date hereof and prior to the Expiration Date upon -------------- (1) The total will be exercised as 50,000 shares split between QIP and SFM Domestic Investments. delivery to all or any portion the Company at the principal executive office of the whole Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock covered by the Warrants by the holder thereof by surrender to be issued and (C) payment of the Exercise Price for such Warrants, accompanied which shall be payable by a subscription for shares to be purchased in any one or any combination of the form attached hereto as Exhibit B and by a following: (i) cash; (ii) certified or official bank check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five Company; (5iii) days thereafter, at its expense (including the payment by the Company surrender (which surrender shall be evidenced by cancellation of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than (represented by one or more relevant Warrant Certificates), and without the aggregate amount payment of all shares of Common Stock issuable upon exercise of all Warrants held by such personthe Exercise Price in cash, in return for the Company shall issue a new Warrant delivery to the holder surrendering Holder of the Warrant so exercised covering the aggregate such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which Warrants remain unexercisedimmediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation."

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as to all in whole or in part at any portion time during the period commencing the first anniversary of the whole number of shares of Common Stock covered by Closing Date and ending on the Warrants by the holder thereof by surrender fifth anniversary of the Warrants, accompanied Closing Date (the "Warrant Exercise Period"). The Warrants shall be exercised by presentation of a subscription for shares to be purchased certificate substantially in the form of the warrant certificates attached hereto as Exhibit A and Exhibit B and by hereto (each a check payable "Warrant Certificate") evidencing the Warrants to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being be exercised, delivered with the form of election to purchase on the reverse thereof duly completed and signed, to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise offices of a Warrant in whole or in part, the Company will within five (5) days thereafteras set forth on the signature page of this Agreement, at its expense (including together with payment of the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the aggregate Warrant holder a certificate or certificates Exercise Price for the number of fully paid and non-assessable shares Warrant Shares in respect of Common Stock to which such Warrants are being exercised in lawful money of the United States of America. Upon such presentation, the Company shall issue and cause to be delivered to or upon the written order of the registered holder is entitled or holders of such Warrants ("Registered Holders") and in such name or names as such Registered Holder may designate, a certificate for the Warrant Share or Warrant Shares issued upon such exercise of the Warrantsuch Warrants. In the event such holder is entitled to a fractional share, in lieu thereof such holder Any person so designated therein shall be paid deemed to have become a cash amount equal to holder of record of such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant Share or Warrants shall be dated and shall be effective Warrant Shares as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all such Warrants; provided, that no Registered Holder will be permitted to designate that such Warrant Shares be issued to any person other than such Registered Holder unless each condition to transfer contained in Section 1.7 hereof which would be applicable to a transfer of Warrants held by such person, the Company shall issue a new or Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedShares has been satisfied.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable Subject to the order provisions of this Agreement, each registered holder of Warrants shall have the right to purchase from the Company, and the Company in the amount required for purchase of the shares as shall issue and sell to which the Warrant is being exercisedsuch registered holder, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable nonassessable shares of Common Stock to which such holder is entitled upon exercise of the WarrantCompany specified in the Warrants, upon surrender to the Company at the office of the Warrant Agent of such Warrants, with the form of election to purchase the Warrants filled out and signed, and upon payment to the Company of the Warrant Price, as specified herein. Any Warrant may be exercised in whole or in part. In the event such holder is entitled of exercise in part, the Warrant Agent shall issue and deliver to a fractional share, in lieu thereof such holder the Warrant Holder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of Warrants shall be paid in cash or by certified check to the order of the Company. Warrants may be exercised for a cash amount equal period of three years beginning at the Closing of the Offering, provided that the transaction is registered under the Securities Act of 1933 or is exempt from such registration. Warrant Agent shall submit each request to exercise by Warrant Holders to the Company to determine whether there is an applicable registration or exemption from such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates registration for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants warrant. No adjustment shall be dated and shall be effective as of the date of the surrendering of the Warrant made for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of dividends on any Common Stock issuable upon exercise of all any Warrant. Subject to Section 5, hereof, upon surrender of Warrants held by such personand payment of the Warrant Price, the Company shall issue a new Warrant and cause to be delivered with all reasonable dispatch to, or upon the written order of the registered holder of Warrants exercised, and in such name or names as the holder shall designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect of any fraction of a share of Common Stock otherwise issuable upon surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date of surrender of the Warrants, and the payment of the Warrant so exercised covering Price; provided, however, that if, at the aggregate number date of shares surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date of which such books shall be opened, whether before, on, or after 5:00 p.m., Utah time, on the respective dates of expiration of the Warrants, and until such date, the Company shall have no obligation or duty to which deliver any certificate for such shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall not be closed at any one time for a period in excess of 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants remain unexercisedduly executed on behalf of the Company for such purpose. The Company shall pay all taxes and other governmental charges (other than income tax) that may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant Holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the Company’s satisfaction that no tax or charge is due.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants (a) The rights represented by this Warrant may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the WarrantsHolder, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, by the Company will within five (5) days thereafterHolder delivering to the Company, at its expense office maintained for such purpose pursuant to Section 11.01, (including i) a written notice of the payment by Holder's election to exercise this Warrant (or any portion thereof), which notice shall specify the number of Warrant Shares to be purchased pursuant to such exercise, (ii) a certified or bank check or checks payable to the Company in an aggregate amount equal to the aggregate Exercise Price for the number of Warrant Shares specified in clause (i) above, and (iii) this Warrant Certificate. (b) Notwithstanding Section 2.03(a), at the election of the Holder, which election shall be set forth in a written notice to the Company together with this Warrant Certificate, this Warrant may be exercised (in whole or in part) by means of a cashless exercise procedure whereby the number of Warrant Shares issued to the Holder upon such cashless exercise shall be equal to the quotient obtained by dividing (A) the product of (x) the Market Value per share of Common Stock as of the trading day immediately preceding the date such notice is given to the Company (the "Exercise Date") less the Exercise Price on such Exercise Date, multiplied by (y) the number of Warrant Shares as to which the Holder elects to be issued pursuant to this Section 2.03(b) (which election shall reduce the number of Warrant Shares available for any applicable issue or transfer taxessubsequent exercise), divided by (B) the Market Value per share of Common Stock as of the trading day immediately preceding such Exercise Date. The number of Warrant Shares issued pursuant to this Section 2.03(b) shall be excluded from the calculation of the amount paid pursuant to Section 2.03(a)(ii) above. (c) Each notice of exercise shall be in substantially the form of exercise attached to this Warrant Certificate. Upon receipt thereof, the Company shall, as promptly as practicable and in any event within 10 Business Days thereafter, cause to be issued in the name of executed and delivered to the Warrant holder such Holder a stock certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering representing the aggregate number of shares duly and validly issued, fully paid and nonassessable Warrant Shares issuable upon such exercise, free and clear of Common Stock as to which Warrants remain unexercisedany Liens. Section 2.04.

Exercise of Warrants. At any time before June 25, 2007 and from time to time after the date hereof and expiring on the fifth anniversary of the date of this Agreement at 5:00 p.m., Richmond, Virginia timeCentral Standard Time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B to each 2001 Exchange Warrant Certificate and by a check payable payment to the order of Company as set forth in the Company 2001 Exchange Warrant Certificate in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies201 Xxxxxx X. Xxxx Xxenue, Inc.Suite 210, 000 Xxxx Xxxxx XxxxxxOklahoma City, Xxxxxxxx, Xxxxxxxx 00000Oklahoma 73102, Attention: ChairmanPresident. Upon the exercise of a Warrant Warrant, in whole or in part, the Company will will, within five ten (510) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof thereof, such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value (as hereafter defined) of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised exercised, as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any Subject to the terms of this Agreement, each Warrant holder shall have the right to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, be entitled to receive on exercise of such Warrants and payment of $.01 per share (the “Exercise Price”) for such Warrant Shares. A Warrant may be exercised as upon surrender to all the Company at its office designated for such purpose (the address of which is set forth on the signature page to this Warrant Agreement) the certificate or any portion certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer that is a member of a registered securities exchange or the National Association of Securities Dealers, Inc. (the “NASD”), and upon payment to the Company, in cash, of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender Exercise Price. Payment of the Warrants, accompanied Exercise Price shall be made (i) in cash or by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a certified or official bank check payable to the order of the Company in Company, (ii) through the amount required for purchase surrender of debt of the shares as to which the Warrant is being exercised, delivered to the Company at its having a principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to the aggregate Exercise Price to be paid (the Company shall pay the accrued interest or dividends on such fractionsurrendered debt in cash at the time of surrender notwithstanding the stated terms thereof), multiplied (iii) by tendering Warrants having a fair market value equal to the Current Value Exercise Price or (iv) with any combination of one full share (i), (ii) or (iii). For purpose of clause (iii) above, the fair market value of the Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the NASDAQ National Market or a national securities exchange, the fair market value shall be equal to the difference between (1) the Quoted Price of the Common Stock on the date of exerciseexercise and (2) the Exercise Price; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per share as determined in good faith by the Board of Directors of the Company pursuant to Section 10(n). Certificates Subject to the provisions of Section 6, upon such surrender of Warrants and payment of the Exercise Price the Company shall issue and cause to be delivered with all reasonable dispatch, but in no event later than 5 Business Days (as defined in the Stockholders Agreement), to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or, certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants as provided in Section 12; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in Subsection (m) of Section 10, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than 2 business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable by reason of upon the exercise of such Warrants in the Warrant manner described in this sentence as provided in Section 12. Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant for exercise, notwithstanding Shares issuable on such exercise at any delays in time prior to the actual execution, issuance or delivery date of expiration of the certificates for Warrants, a new certificate evidencing the shares so purchasedremaining Warrant Shares will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. In the event a All Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable Certificates surrendered upon exercise of all Warrants held shall be canceled and disposed of by such person, the Company. The Company shall issue a new keep copies of this Warrant to Agreement and any notices given or received hereunder available for inspection by the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedholders during normal business hours at its office.

Exercise of Warrants. At any time before June 25Subject to the terms of this Agreement, 2007 at each Warrant holder shall have the right, which may be exercised until 5:00 p.m., RichmondNew York City time on April 11, Virginia 2005 (the "Expiration Date"), to receive from the Company the number of fully paid and nonassessable Warrant Shares that the holder may at the time be entitled to receive in accordance herewith upon the exercise of such Warrant and payment of the Exercise Price. Each Warrant not exercised prior to 5:00 p.m., New York City time, Warrants on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised as upon surrender to all or any portion the Company at its office designated for such purpose (the address of which is set forth in Section 9.2 ----------- hereof) of the whole certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and upon payment to the Company of the Exercise Price as adjusted as herein provided, for the number of shares Warrant Shares in respect of Common Stock covered by the which such Warrants by the holder thereof by surrender are then exercised. Payment of the Warrants, accompanied aggregate Exercise Price shall be made (i) in cash or by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a certified or official bank check payable to the order of the Company in Company, (ii) through the amount required for purchase surrender of preferred equity securities or indebtedness of the shares Company having a liquidation preference or principal amount, as to which the Warrant is being exercisedcase may be, delivered equal to the aggregate Exercise Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at its principal office at Commonwealth Biotechnologiesthe time of surrender notwithstanding the stated terms thereof), Inc.(iii) by tendering Warrants having a fair market value equal to the Exercise Price or (iv) with any combination of (i), 000 Xxxx Xxxxx Xxxxxx(ii) or (iii). For purpose of clause (iii) above, Xxxxxxxxthe fair market value of the Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Securities Market or a national securities exchange, Xxxxxxxx 00000the fair market value shall be equal to the difference between (1) the Quoted Price of the Common Stock on the date of exercise and (2) the Exercise Price; or (B) to the extent the Common Stock is not publicly traded, Attention: Chairmanor otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per Warrant as determined in good faith by the Board of Directors of the Company pursuant to Section 6.16. Upon ------------ Subject to the exercise provisions of a Warrant in whole or in partArticle IV hereof, upon such surrender of ---------- Warrants and payment of the Exercise Price, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch to or upon the written order of the holder and in the such name of and delivered to or names as the Warrant holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares issuable upon the exercise of the Warrant. In the event such holder Warrants together with cash as provided in Article VII; ----------- provided, however, that if any consolidation, merger or lease or sale of assets is entitled proposed to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied effected by the Current Value of one full share of Common Stock on the date of exercise. Certificates Company as described in Section 6.15 hereof, ------------ or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two Business Days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable by reason of upon the exercise of such Warrants in the Warrant manner described in this sentence together with cash as provided in Article VII. ----------- Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or, from time to time, in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant for exercise, notwithstanding Shares issuable on such exercise at any delays in time prior to the actual execution, issuance or delivery date of expiration of the certificates for Warrants, a new certificate evidencing the shares so purchased. In the event a remaining Warrant or Warrants is exercised as will be issued and delivered pursuant to less than the aggregate amount provisions of all shares this Section and of Common Stock issuable Section 1.2 hereof. ----------- All Warrant Certificates surrendered upon exercise of all Warrants held shall be cancelled and disposed of by such person, the Company. The Company shall issue a new Warrant to keep copies of this Agreement and any notices given or received hereunder available for inspection by the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedholders during normal business hours at its office.

Exercise of Warrants. At any time before June 25Subject to the provisions of this Agreement, 2007 at 5:00 p.m.each registered holder of Warrants shall have the right, Richmond, Virginia time, Warrants which may be exercised as in such Warrant Certificates expressed, to purchase from the Company (and the Company shall issue and sell to such registered holders of Warrants) all or any portion part of the whole number of fully paid and nonassessable shares of Warrant Common Stock specified in such Warrant Certificates (subject to the adjustments as herein provided), upon surrender to the Company at the office of the Warrant Agent specified in Section 20 hereof, of such Warrant Certificates with the exercise form attached hereto duly filled in and signed, and upon payment to the Warrant Agent to the account of the Company of the Warrant Price for the number of shares of Warrant Common Stock covered in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be deemed to be the date of its receipt by the Warrants Warrant Agent duly filled in and signed and accompanied by the holder thereof proper funds as hereinafter provided. Payment of such Warrant Price may be made in cash, or by certified or official bank check. No adjustment shall be made for any cash dividends on shares of Warrant Common Stock issuable upon exercise of a Warrant. Upon such surrender of the Warrants, accompanied by a subscription for shares and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be purchased in delivered with all reasonable dispatch to or upon the form attached hereto as Exhibit B and by a check payable to the written order of the Company registered holder of such Warrants and in the amount required for purchase of the shares such name or names as to which the Warrant is being exercisedsuch registered holder may designate, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of full shares of Warrant Common Stock so purchased upon the exercise of such Warrants together with cash as provided in Section 11 of this Agreement, in respect of any fraction of a share of such stock issuable upon such surrender. The Company covenants and agrees that all Common Stock, upon issuance against payment in full of the Warrant Price by the holder (or against a cashless exercise as provided in Section 6 of this Agreement) pursuant to this Warrant will be validly issued, fully paid and non-assessable shares nonassessable and free from all taxes, liens and charges with respect to the issue thereof and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such action as may be requisite to assure that the par value per share of the Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount at all times equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount then effective Warrant Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, it will procure at its sole expense the listing of all the shares of Common Stock issuable upon the exercise of this Warrant (subject to issuance or notice of issuance) on all Warrants held by stock exchanges on which the Common Stock is then listed or inter-dealer trading systems on which the Common Stock is then traded. The Company will take all such personaction as may be necessary to assure that such shares of Common Stock may be so issued without violation of any applicable law, rule or regulation, or of any requirements of any national securities exchange upon which the Common Stock may be listed or inter-dealer trading system on which the Common Stock is then traded. The Company shall issue a new Warrant to will not take any action which would result in any adjustment in the holder number of shares purchasable hereunder if the Warrant so exercised covering the aggregate total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action upon full exercise of this Warrant and, together will all shares of Common Stock then issuable upon exercise of all options, warrants and other rights to purchase or convert to shares of Common Stock then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company’s Articles of Incorporation, as then amended. Each person in whose name any certificate for shares of Common Stock is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Warrant Certificate evidencing such Warrants remain unexercisedwas duly surrendered and payment of the Warrant Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of the Company are open.

Exercise of Warrants. At (a) During the period specified in Section 2.2, any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, whole number of Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered delivering to the Warrant holder a certificate or certificates for Agent the number Warrant Certificate with the form of fully paid and non-assessable shares of Common Stock election to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock purchase Warrant Shares set forth on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise reverse side of the Warrant Certificate properly completed and duly executed and by either (i) paying in full, by certified check or Warrants shall be dated and shall be effective as of the date of the surrendering of by bank wire transfer, in each case in immediately available funds, the Warrant Price for exerciseeach Warrant exercised (the "Aggregate Warrant Price"), notwithstanding any delays in to the actual execution, issuance Warrant Agent at ----------------------- its corporate office or delivery of (ii) delivering written notice to the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to Agent that the holder of the Warrant so exercised covering is exercising the aggregate Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of shares Warrant Shares issuable upon such exercise of the Warrant which when multiplied by the Market Price of the Common Stock as is equal to the Aggregate Warrant Price (and such withheld shares shall no longer be issuable under the Warrant (a "Cashless -------- Exercise"). The formula for determining the number of Warrant Shares to be -------- issued in a Cashless Exercise is set forth on Exhibit B attached hereto. The --------- date on which the Warrant Certificate and payment in full of the Warrant Price or the notice described in clause (ii) above is received by the Warrant Agent shall be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment and/or wire transfer for the exercise of Warrants remain unexercisedis received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. At any Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, which may be exercised commencing at the opening of business New York City time before June 25on ___________ __, 2007 1997 and terminating at 5:00 p.m., Richmond, Virginia New York City time, Warrants may be exercised as on __________ __, 2002 (the "Expiration Date"), to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of purchase from the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to (and the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise shall issue and sell to such registered holder of a Warrant in whole or in part, the Company will within five (5Warrants) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such the holder is entitled upon exercise of may at the Warrant. In the event such holder is time be entitled to a fractional sharereceive, in lieu thereof such holder shall be paid a cash amount equal upon surrender to such fraction, multiplied by the Current Value of one full share of Common Stock on Company at the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise office of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering Agent of the Warrant for exerciseCertificates evidencing such Warrants, notwithstanding any delays with the form of election to purchase on the reverse thereof duly filled in and executed, and upon payment to the actual execution, issuance or delivery Company of the certificates Warrant Price, determined in accordance with the provisions of Sections 9 and 10 of this Agreement, for the number of shares so purchasedin respect of which such Warrants are then exercised. In Payment of such Warrant Price shall be made in cash or by certified check or bank draft payable, in United States dollars, to the event a Warrant or Warrants is exercised as to less than order of the aggregate amount of all Company. No adjustment shall be made for any dividends on any shares of Common Stock issuable upon exercise of all any warrant of the Company outstanding on the date hereof. Subject to Section 6, upon such surrender of the Warrants held by such personand payment of the Warrant Price as aforesaid, the Company shall issue a new Warrant and cause to be delivered with all reasonable dispatch, upon the written order of the registered holder of such Warrants, and in such name or names as such registered holder may designate, a certificate or certificates for the Warrant so exercised covering the aggregate number of full shares of Common Stock so purchased upon the exercise of such Warrants. No fractional shares of Common Stock will be issued. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as to which of the date of the surrender of such Warrants remain unexercised.and payment

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants (a) Payment of such Exercise Price may be exercised as made at the Holder’s election (i) by certified or official bank check, (ii) in the event that the Holder holds Common Shares of the Company and such Common Shares are listed on a domestic stock exchange or quoted in the domestic over-the-counter market, by transferring to all or any the Company an amount of such Common Shares which, when multiplied by the current market price of the Common Shares at the time of exercise of such Warrant, equals the aggregate amount of the consideration payable upon such exercise, (iii) by surrendering to the Company the right to receive a portion of the whole number of shares Shares with respect to which such Warrant is then being exercised equal to the product obtained by multiplying such number of Shares by a fraction, the numerator of which is the Exercise Price in effect on the date of such exercise and the denominator of which is the current market price of the Common Stock covered Shares in effect on such date, or (iv) by a combination of the foregoing methods of payment selected by the Warrants by Holder. In any case where the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check consideration payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant upon such exercise is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant paid in whole or in partpart pursuant to the provisions of clause (ii) or clause (iii) of the preceding sentence, such exercise shall be accompanied by written notice from the Holder specifying the manner of payment thereof, and in the case of clause (ii), stating the amount of Common Shares of the Company to be applied to such payment, and in the case of clause (iii), containing a calculation showing the number of Shares with respect to which rights are being surrendered thereunder and the net number of Shares to be issued after giving effect to such surrender. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in the such name of and delivered to the Warrant holder or names as such Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Shares so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant such Warrants, together with cash, as provided in Section 11 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Shares as of the date of the surrendering surrender of Warrants and payment of the Warrant Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for exercisethe Common Shares or other class of securities issuable upon the exercise of such Warrants shall be closed, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchasedShares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. In The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants is exercised as to less than will be issued for the aggregate amount remaining number of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of Shares specified in the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedsurrendered.

Exercise of Warrants. At any time before June 25Subject to the provisions of this Agreement, 2007 at 5:00 p.m.each registered holder of Warrants shall have the right, Richmond, Virginia time, Warrants which right may be exercised as in such Warrants as expressed, to all or any portion purchase from the Company, and the Company shall issue and sell to such registered holder of Warrants, the number of fully paid and nonassessable shares of Common Stock specified in such Warrants, upon surrender to the Company at the office of the whole Warrant Agent, with the form of election to purchase on the reverse side thereof duly completed and signed, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price for the number of shares of Common Stock covered in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by the Warrants by the holder thereof by surrender of the Warrantscertified check, accompanied by a subscription for shares to be purchased bank draft, or postal or express money order, payable in the form attached hereto as Exhibit B and by a check payable United States dollars, to the order of the Company in Company. Subject to the amount required for purchase provisions of Paragraph 8 hereof, upon such surrender of Warrants and payment of the shares Exercise Price as to which aforesaid, the Company, acting through the Warrant is being exercisedAgent, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in the such name of and delivered to the Warrant or names as such registered holder may designate, a certificate or certificates for the number of fully paid and non-assessable full shares of Common Stock to which such holder is entitled so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants such Warrants. Such certificates shall be dated deemed to have been issued, and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Common Stock, as of the date of the surrendering surrender of such Warrants and payment of the Warrant for exerciseExercise Price, notwithstanding any delays in as aforesaid; provided, however, that if, at the actual execution, issuance or delivery date of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.surrender of

Exercise of Warrants. At Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the registered Holder hereof at any time or from time to time, on or before June 25, 2007 at 5:00 p.m., Richmond, Virginia New York City time, on the Warrant Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (a) this Warrant Certificate, (b) a written notice stating that such Holder elects to exercise the Warrants may evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which such Holder wishes the certificate or certificates for shares of Series A Preferred Stock to be exercised as to all issued and (c) payment of the Exercise Price for the shares of Series A Preferred Stock issuable upon exercise of such Warrants, which shall be payable by any one or any portion combination of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a following: (i) cash or (ii) certified or official bank check payable to the order of the Company Company. The documentation and consideration delivered in accordance with clauses (a), (b) and (c) of this paragraph above are collectively referred to herein as the amount required for purchase “Warrant Exercise Documentation.” As promptly as practicable, and in any event within two (2) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares as to which of Series A Preferred Stock issuable in connection with such exercise, and if less than the Warrant is full number of Warrants evidenced hereby are being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologiesa new Warrant Certificate or Certificates, Inc.of like tenor, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrants evidenced by this Warrant Certificate, less the number of Common Stock to which such holder is entitled upon Warrants then being exercised; provided, however, that no new Warrant Certificate need be delivered if the Warrant Expiration Date has occurred. Such exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal deemed to such fraction, multiplied by have been made at the Current Value close of one full share of Common Stock business on the date of exercise. Certificates for delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Series A Preferred Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Series A Preferred Stock at such time. The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of the issue or delivery of any shares of Series A Preferred Stock issuable by reason of upon the exercise of the Warrant Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or Warrants shall be dated and shall be effective as other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Series A Preferred Stock in any name other than that of the date registered Holder of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchasedWarrants evidenced hereby. In connection with the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all any Warrants held by such personevidenced hereby, at the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number Company’s option, no fractions of shares of Common Series A Preferred Stock as shall be issued, but in lieu thereof the Company may elect to which pay a cash adjustment in respect of such fractional interest in an amount equal to any such fractional interest multiplied by $10.00 per share of Series A Preferred Stock. If more than one such Warrant shall be exercised by the Holder thereof at the same time, the number of full shares of Series A Preferred Stock issuable on such exercise shall be computed on the basis of the total number of Warrants remain unexercisedso exercised.

Exercise of Warrants. At any time before June 25, 2007 and from time to time on and after the first anniversary of the effective date of the Company's initial public offering and expiring on the fifth anniversary of the effective date of the Company's initial public offering of the Common Stock at 5:00 p.m., RichmondSarasota, Virginia Florida time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies0000 X. Xxxxxx Parkway, Inc.Bldg. #2C, 000 Xxxx Xxxxx XxxxxxDenver, Xxxxxxxx, Xxxxxxxx 00000Colorado 80112, Attention: ChairmanPresident, or any substitute address where notice is to be given in accordance with Section 12. Warrants may also be exercised from time to time, without any payment required for the purchase of the shares as to which the Warrant is being exercised, as to all or any portion of the number of shares of Common Stock covered by the Warrant(s) by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares in the form attached as Exhibit C, pursuant to which the holder thereof will be entitled to receive upon such surrender of the Warrant(s) (and without any further payment) that number of shares of Common Stock equal to the product of the number of shares of Common Stock obtainable upon exercise of the Warrant(s) (or the portion thereof as to which the exercise relates) multiplied by a fraction: (i) the numerator of which shall be the difference between the then Current Value (as defined in this Section 5 and Section 7(d)) of one full share of Common Stock on the date of exercise and the Exercise Price, and (ii) the denominator of which shall be the Current Value of one full share of Common Stock on the date of exercise. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25Subject to the provisions of Section 3.4 hereof, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants a Warrant that is exercisable under this Agreement may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by upon surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologiesof the certificate or certificates evidencing the Warrant or Warrants to be exercised, together with the Purchase Form on the reverse thereof duly filled in and signed, which signature (if not the Purchaser) shall be guaranteed by a bank or trust company or a broker or dealer which is a member of the National Association of Securities Dealers, Inc., 000 Xxxx Xxxxx Xxxxxxand upon payment to the Company of the Warrant Price as defined in and determined in accordance with the provisions of Section 7 hereof for the number of Warrant Shares in respect of which such Warrants are then exercised (the "Exercise Amount"). Payment of the Exercise Amount shall be made (i) by payment to the Company in cash, Xxxxxxxxby certified or official bank check, Xxxxxxxx 00000or by wire transfer of the Exercise Amount, Attention: Chairman(ii) by surrender to the Company for cancellation of securities (which may include Warrant Shares received in respect of such Warrants being exercised) of the Company having a Market Price (as hereinafter defined) on the date of exercise equal to the Exercise Amount; or (iii) by a combination of the methods described in clauses (i) and (ii) above, in each case at the option of the Holder. Upon For purposes hereof, the term "Market Price" shall mean (1) the average of the daily closing price of a share of Common Stock or other securities of the Company, as the case may be, for the 15 consecutive trading days preceding the date the Warrant is presented for exercise on the principal national securities exchange on which the Common Stock, or securities are listed or admitted to trading or, (2) if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Company or, (3) if the Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly by the Company and the Holder; provided, however, that if pursuant to this subclause (3) such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by the independent investment banking firm selected jointly by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Subject to Section 3.4 and Section 4 hereof, upon the surrender of a Warrant in whole or in partthat is exercisable under this Agreement and payment of the Warrant Price as aforesaid, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered with all reasonable dispatch (but in not event later than (i) 5 business days after payment is received if payment is made in immediately available funds or by the surrender of securities and (ii) 10 business days after payment is received if payment is not made in immediately available funds or by the surrender of securities) to or upon the Warrant holder written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of such Warrants, together with cash, as provided in Section 8 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. If permitted by applicable law, to the extent that the Warrant Price consideration consists solely of securities (which may include Warrant Shares received in respect of such Warrants being exercised) of the Company, the Warrant Shares so acquired (together with the related certificate or Warrants certificates) shall be dated and shall be effective deemed to have been acquired as of the date hereof. The rights of purchase represented by the Warrants shall be exercisable, at the election of the surrendering Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of less than all of the Warrant for exerciseShares purchasable on exercise at any time prior to the date of expiration of the Warrants, notwithstanding any delays in the actual executionCompany shall, issuance or at the time of delivery of the certificate or certificates for representing Warrant Shares, deliver to the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue Holder a new Warrant evidencing the rights to purchase the holder of the remaining Warrant so exercised covering the aggregate number of shares of Common Stock as Shares, which new Warrant shall in all other respects be identical to which Warrants remain unexercisedthis Warrant.

Exercise of Warrants. At any time before June 25Subject to the last paragraph of this Section 1, 2007 at 5:00 p.m., Richmond, Virginia time, the Warrants evidenced hereby may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, by the registered Holder hereof at any time or from time to time after sixty (60) days from the Issue Date, but on or before 5:00 p.m., New York City time, on the Warrant Expiration Date, upon delivery to the Company will within five (5) days thereafter, at its expense (including the payment by principal executive office of the Company of any applicable issue or transfer taxes), cause to be issued in the United States of America, of (a) this Warrant Certificate, (b) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name of and delivered to or names in which such Holder wishes the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise be issued and (c) payment of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates Exercise Price for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held such Warrants, which shall be payable by such personany one or any combination of the following: (i) cash, the Company shall issue a new Warrant (ii) certified or official bank check payable to the holder order of the Company, (iii) by the surrender (which surrender shall be evidenced by cancellation of the relevant number of Warrants represented by any Warrant so exercised covering certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant certificates), and without the aggregate payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of Common Stock for which such Warrant is exercised as of the date of exercise (if the Exercise Price were being paid in cash) reduced by that number of shares of Common Stock equal to the number of shares for which such Warrant is exercised multiplied by a fraction, the numerator of which is (A) the Exercise Price and the denominator of which is (B) the Market Price of one share of Common Stock on the Business Day that immediately precedes the day of exercise of the Warrant or (iv) by the delivery of shares of Common Stock that are valued at the Market Price on the Business Day immediately preceding the day of the exercise of the Warrant that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment of the Exercise Price in connection with an In–Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one share of Common Stock on the Business Day that immediately precedes the day of exercise of the Warrant. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a “Cashless Exercise” and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an “In–Kind Exercise.” The documentation and consideration, if any, delivered in accordance with clauses (a), (b) and (c) of this paragraph above are collectively referred to herein as the “Warrant Exercise Documentation.” For the purposes of this Section 1, Market Price shall be calculated without reference to the last sentence of the definition thereof. As promptly as practicable, and in any event within two (2) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock issuable in connection with such exercise, and if less than the full number of Warrants remain unexercisedevidenced hereby are being exercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised or surrendered; provided, however, that no new Warrant Certificate need be delivered if the Warrant Expiration Date has occurred. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock in any name other than that of the registered Holder of the Warrants evidenced hereby. In connection with the exercise of any Warrants evidenced hereby, at the Company’s option, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company may elect to pay a cash adjustment in respect of such fractional interest in an amount equal to any such fractional interest multiplied by the current Market Price per share of Common Stock on the Business Day that precedes the day of exercise. If more than one such Warrant shall be exercised by the Holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. At any time before June 25During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3 hereof, each Holder may, subject to this Agreement, exercise from time to time some or all or any portion of the whole Warrants evidenced by its Warrant Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"), and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of shares Warrant Shares in respect of Common Stock covered by which such Warrants are exercised. Warrants shall be deemed exercised on the Warrants by date such Warrant Certificate(s) are surrendered to the holder thereof by surrender Warrant Agent and tender of payment of the Warrants, accompanied aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made in cash by a subscription wire transfer of immediately available funds to the Warrant Agent for shares to be purchased in the form attached hereto as Exhibit B and account of the Company or by a certified or official bank check payable or checks to the order of the Company in the amount required for purchase or by any combination thereof or by such other form or method of the shares as payment acceptable to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: ChairmanAgent. Upon the exercise of a Warrant any Warrants in whole or in partaccordance with this Agreement, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered to the Warrant holder Agent, on the Company's behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions or cause the Warrant Agent to take such other actions at the Company's sole expense as are necessary to complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 10.1 hereof). The certificate or certificates representing such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date the Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable shares and will not have been issued in violation of Common Stock or subject to which such holder is entitled upon exercise of the Warrantany preemptive rights. In the event such holder is that less than all of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a fractional sharenew Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied and the Warrant Agent is hereby irrevocably authorized by the Current Value Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of one full share this Section 4.2 hereof and of Common Stock Section 3 hereof. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf to the date of exerciseCompany for such purpose. Certificates for shares of Common Stock issuable by reason of the exercise Upon delivery of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock Shares issuable upon exercise in accordance herewith and of all Warrants held by such personany required new Warrant Certificates, the Company shall issue direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a new Warrant manner permitted by applicable laws and satisfactory to the holder of Company in accordance with its written instructions to the Warrant so Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised covering and concurrently pay to the aggregate number Company all amounts received by the Warrant Agent upon exercise of shares such Warrants. The Warrant Agent shall keep copies of Common Stock this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall at its sole expense supply the Warrant Agent from time to time with such numbers of copies of this Agreement as to which Warrants remain unexercisedthe Warrant Agent may reasonably request.

Exercise of Warrants. At any time before June 25and from time to time on and after the date of this Agreement, 2007 and expiring at 5:00 p.m., Richmond, Virginia time, on the fifth anniversary of the closing of the initial public offering of Hersha Hospitality Trust (the "Company") and subject to the conditions herein, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock Units covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares Units to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company Partnership in the amount required for purchase of the shares Units as to which the Warrant is Warrants are being exercised, delivered to the Company Partnership at its principal office at Commonwealth Biotechnologies000 Xxxxxxxx Xxxxx, Inc.Xxx X, 000 Xxxx Xxxxx XxxxxxXxx Xxxxxxxxxx, Xxxxxxxx, Xxxxxxxx Xxxxxxxxxxxx 00000, Attention: ChairmanPresident; provided however, that no Warrant holder may exercise Warrants at such time as the Warrant holder does not qualify as an "accredited investor" as that term is defined in Rule 501 under the Securities Act of 1993, as amended. Upon the exercise of a Warrant in whole or in part, the Company Partnership will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock Units to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional shareamount of Units, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock Unit on the date of exercise. Certificates for shares The issuance of Common Stock issuable by reason of the Units upon exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares Units so purchased. In the event a Warrant or Warrants is are exercised as to less than the aggregate amount of all shares of Common Stock Units issuable upon exercise of all Warrants held by such person, the Company Partnership shall issue a new Warrant Warrants to the holder of the Warrant Warrants so exercised covering the aggregate number of shares of Common Stock Units as to which Warrants remain unexercised.

Exercise of Warrants. At Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time before June 25, 2007 at or from time to time commencing on the date hereof until 5:00 p.m., Richmond, Virginia New York time, until June 3, 2005 (the "Exercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive on exercise of the Warrants and payment of the Exercise Price then in effect for such Warrant Shares. ("Exercise Price" shall mean, in the case of each Initial Warrant, the Initial Warrant Exercise Price and, in the case of each Supplemental Warrant, the Supplemental Warrant Exercise Price, in each case subject to adjustment as provided herein.) In the alternative, each Holder may be exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Holder receives that number of Warrant Shares (and such other consideration) otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate Current Market Value (defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares. Each Warrant not exercised during the Exercise Period shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender dividends will be made upon exercise of the Warrants, accompanied by a subscription except as otherwise expressly provided herein. A Warrant may be exercised upon surrender to the Company at its office designated for shares such purpose (the address of which is set forth in Section 13 hereof) of the Warrant Certificate or Certificates to be purchased in exercised with the form of election to purchase attached hereto as Exhibit B thereto duly filled in and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by a certified or official bank check payable to the order of the Company or in the amount required for purchase manner provided in the first paragraph of this Section 6. Subject to the provisions of this Section 6, upon such surrender of Warrants and payment of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in partExercise Price, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch to or upon the written order of the Holder and in the such name of and delivered to the Warrant holder or names as such Holder may designate a certificate or certificates for the number of fully paid full Warrant Shares issuable upon the exercise of such Warrants (and non-assessable shares of Common Stock to which such holder is entitled other consideration as may be deliverable upon exercise of the Warrantsuch Warrants) together with cash, if any, for fractional Warrant Shares as provided in Section 11. In the event such holder is entitled to a fractional share, in lieu thereof such holder Such certificate or certificates shall be paid a cash amount equal deemed to such fraction, multiplied by have been issued and the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants person so named therein shall be dated and shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering surrender of such Warrants and payment of the Warrant for exerciseExercise Price, notwithstanding any delays in irrespective of the actual execution, issuance or date of delivery of the such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable during the shares so purchasedExercise Period at the election of the Holder thereof, either in full or from time to time in part (but if in part for a whole number of Warrant Shares only). In the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time period to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants is exercised as will be issued and delivered pursuant to less than the aggregate amount provisions of all shares this Section 6 and of Common Stock issuable Section 2 hereof. All Warrant Certificates surrendered upon exercise of all Warrants held shall be canceled and disposed of by such person, the Company. The Company shall issue a new Warrant to keep copies of this Agreement and any notices given or received hereunder available for inspection by the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedHolders during normal business hours at its office.

Exercise of Warrants. At (a) Subject to the terms and conditions of this Agreement, the Holder of any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrantsexercise, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, such Holder’s right to purchase the Warrant Shares by completing, executing and delivering a physical copy or .pdf copy via email of a Notice of Exercise to the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered with a copy to the Warrant holder a certificate Agent in accordance with Section 8.2. The exercising Holder shall be required to physically surrender the Warrant Certificate (if any) to the Warrant Agent in connection with any exercise thereof. Except to the extent that the cashless exercise procedure specified in Section 4.3(b) is specified in the applicable Notice of Exercise, within the earlier of (i) two (2) Trading Days or certificates for (ii) the number of fully paid and non-assessable shares Trading Days comprising the Standard Settlement Period following the date on which the Company received the Notice of Common Stock Exercise, the applicable Holder shall pay to which such holder is entitled upon exercise the Warrant Agent on behalf of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash Company an amount equal to such fraction, the applicable Exercise Price multiplied by the Current Value number of one full share Warrant Shares as to which the Warrants are being exercised (the “Aggregate Exercise Price”) in United States dollars by personal, certified or official bank check payable to the Warrant Agent or by wire transfer to an account specified in writing by the Warrant Agent to such Holder. No ink-original Notice of Common Stock on Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required unless required by the date Warrant Agent in the case of exercise. Certificates for shares an issuance of Common Stock issuable by reason of Warrant Shares to a Person who is not the exercise registered Holder of the Warrant or being exercised. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. Following the exercise by a Holder of any of its Warrants, the Warrant Agent shall reduce the Warrant Register and such Holder’s position by the number of Warrants duly exercised. As stated above, if a Warrant Certificate is surrendered by the exercising Holder and such Warrant Certificate covers a larger number of Warrants than the number exercised, the Warrant Agent shall deliver to the exercising Holder a New Warrant Certificate for the unexercised portion of such Warrant Certificate. Except as otherwise set forth herein, any exercise of Warrants pursuant to the terms of this Agreement shall be dated irrevocable and shall be effective as constitute a binding agreement between the Holder and the Company, enforceable in accordance with the terms of the date of Warrants and this Agreement. Any Warrant Certificate surrendered upon exercise to the surrendering of Company or the Warrant for exercise, notwithstanding any delays in Agent by a Holder shall be promptly cancelled by the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedCompany.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants (a) Each of Warrant A and Warrant B may be exercised as at any time or from time to time until the tenth (10th) anniversary of the Original Closing Date, Warrant C may be exercised at any time or from time to time until the tenth (10th) anniversary of the First Amendment Closing Date, Warrant D may be exercised at any time or from time to time until the tenth (10th) anniversary of the Second Amendment Closing Date, and Warrant E may be exercised at any time or from time to time until the tenth (10th) anniversary of the First Restatement Closing Date; each of the foregoing may be exercised on any day that is a Business Day, for all or any portion part of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the WarrantsIssuable Warrant Shares purchasable upon its exercise. In order to exercise its Warrant, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Holder will deliver to the Company will within five (5) days thereafter, at its expense (including the payment address designated by the Company pursuant to Section 6.06, (i) a written notice of such Holder's election to exercise its Warrant, which notice will specify the number of Issuable Warrant Shares to be purchased pursuant to such exercise, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Such notice will be substantially in the form of the Subscription Form appearing at the end of the Warrants. Upon receipt of such notice, the Company will, as promptly as practicable, and in any applicable issue event within ten (10) business days, execute, or transfer taxes), cause to be issued executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such Holder, or, subject to compliance with transfer and delivered registration requirements under applicable federal and state securities laws, such other name as designated in such notice. A Warrant will be deemed to the Warrant holder a have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become a holder of record of such shares for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional shareall purposes, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date that such notice, together with payment of the surrendering of Exercise Price and the Warrant for exercise, notwithstanding any delays is received by the Company. If the Warrant has been exercised in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personpart, the Company shall issue will, at the time of delivery of such certificate of certificates, deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase the holder number of Issuable Warrant Shares with respect to which the Warrant so exercised covering has not been exercised, which new Warrant will, in all other respects, be identical with the aggregate number Warrants, or, at the request of shares of Common Stock as such Holder, appropriate notation may be made on the original Warrant and the original Warrant returned to which Warrants remain unexercisedsuch Holder.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) Each of the Warrants may be exercised as at any time or from time to time on or after the Closing Date until the tenth (10th) anniversary of the Closing Date, on any day that is a Business Day, for all or any portion part of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the WarrantsIssuable Warrant Shares purchasable upon its exercise. In order to exercise its Warrant, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Holder will deliver to the Company will within five (5) days thereafter, at its expense (including the payment address designated by the Company pursuant to Section ------- 6.06, (i) a written notice of such Holder's election to exercise its ---- Warrant, which notice will specify the number of Issuable Warrant Shares to be purchased pursuant to such exercise, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Such notice will be substantially in the form of the Subscription Form appearing at the end of the Warrants. Upon receipt of such notice, the Company will, as promptly as practicable, and in any applicable issue event within ten (10) business days, execute, or transfer taxes), cause to be issued executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such Holder, or, subject to compliance with transfer and delivered Preferred Stock and Warrant Purchase Agreement - Page 13 ---------------------------------------------- registration requirements under applicable Federal and state securities laws, such other name as designated in such notice. A Warrant will be deemed to the Warrant holder a have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become a holder of record of such shares for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional shareall purposes, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date that such notice, together with payment of the surrendering of Exercise Price and the Warrant for exercise, notwithstanding any delays is received by the Company. If the Warrant has been exercised in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personpart, the Company shall issue will, at the time of delivery of such certificate of certificates, deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase the holder number of Issuable Warrant Shares with respect to which the Warrant so exercised covering has not been exercised, which new Warrant will, in all other respects, be identical with the aggregate number Warrants, or, at the request of shares of Common Stock as such Holder, appropriate notation may be made on the original Warrant and the original Warrant returned to which Warrants remain unexercisedsuch Holder.

Exercise of Warrants. At Subject to the terms of this Agreement, the Warrant holder shall have the right, at any time before June 25and from time to time after December 31, 2007 at 2000 until 5:00 p.m., RichmondPacific Time, Virginia timeon September 17, Warrants 2009, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Securities to which the Warrant holder may at the time be exercised as entitled to all or any portion purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the whole Warrant (or a copy thereof) to the Company, together with the Exercise Form duly completed and executed and payment in the aggregate amount equal to the Exercise Price multiplied by the number of shares of Common Stock covered by being purchased. At the Warrants by the holder thereof by surrender option of Holder, payment of the Warrants, accompanied Exercise Price may be made either by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a (i) personal or business check payable to the order of the Company in the amount required for purchase Company, (ii) surrender of the shares as to which the Warrant is being exercisedcertificates then held representing, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for deduction from the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled issuable upon exercise of the Warrant. In the event such holder is entitled to a fractional share, of that number of shares which has an aggregate Fair Value determined in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock accordance with this Agreement on the date of exercise. Certificates exercise equal to the aggregate Exercise Price for all shares of Common Stock issuable to be purchased pursuant to the Warrant, (iii) by reason a promissory note bearing interest at six percent (6%) per annum and payable in five equal annual installments commencing on the first anniversary of the exercise of the Warrant Warrant, or Warrants (iv) by any combination of the foregoing methods. The Holder of Common Stock issued in exchange for a promissory note as contemplated in clause (iii) above shall have no voting rihts, dividend rights or liquidation rights pursuant to Section VI hereof or any other rights until payments are made on the promissory note, at which time such rights shall be dated and deemed to have accrued on the whole number of shares paid for at the Exercise Price by each principal payment on the promissory note. If the Holder of Common Stock issued in exchange for a promissory note defaults in payment of such note, upon 30 days written notice, the Company shall forthwith cancel the Common Stock so issued which has not been paid for, and, until such time as the Holder shall have paid the promissory note in full, the Company will not be effective as obligated to reissue such shares of Common Stock. All shares paid for with a promissory note will bear a legend to the foregoing effect. Within ten business days of the date of the surrendering Company's receipt of the Warrant for exercise(or a copy thereof), notwithstanding any delays in the actual executioncompleted and signed Exercise Form and the requisite payment (if any), issuance the Company shall issue and deliver (or delivery cause to be delivered) to the exercising Holder stock certificates aggregating the number of the certificates for the shares so of Warrant Securities purchased. In the event the Company fails to deliver or cause to be delivered to the Holder such certificates (without legend or restriction if such Warrant Securities are then registered pursuant to the Warrant Agreement) within such ten business day period, unless such failure is based on an order of a Warrant court of competent jurisdiction or Warrants a governmental agency or an Exchange or other market on which the Company's securities are listed or traded (provided such order is exercised as to less than not a result of action or inaction of the aggregate amount Company), simultaneously with the late delivery of all shares of Common Stock issuable upon exercise of all Warrants held by such personcertificate, the Company shall issue a new Warrant pay to the holder Holder an amount equal to the greater of (i) $500 per calendar day, (ii) the product of (x) the last sale price on the date the certificates are properly issued and delivered to the Holder, less the last sale price on the date of the Warrant so exercised covering Exercise Form, multiplied by (y) the aggregate number of shares of Common Stock Warrant Securities purchased as set forth in the Exercise Form, or (iii) the quotient of (x) the last reported sale price on the day prior to the date of the Exercise Form, multiplied by the number of shares of Warrant Securities issuable to such Holder upon such exercise, divided by (y) 200 (the "Delay Damages"), for each day after the seventh business day following the delivery of the Warrant and such Exercise Form to the Company through and including the day such certificates (without legend or restriction if such Warrant Securities are then registered pursuant to the terms of the Warrant Agreement) are delivered to the Holder at the address set forth in such Exercise Form. In the event the Company restricts or delays the transfer or clearance of such certificates by the Holder (whether by stop transfer order, unreasonable delay or otherwise), unless such action is based on an order of a court of competent jurisdiction or a governmental agency or an Exchange or other market on which Warrants remain unexercisedthe Company's securities are listed or traded (provided such order is not a result of action or inaction of the Company), the Company shall pay to the Holder the Delay Damages for each calendar day of such restriction or delay.

Exercise of Warrants. At (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia or from time to time, Warrants may be exercised as on or after the date hereof and prior to all or any portion the Expiration Date upon delivery to the Company at the principal executive office of the whole Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock covered by the Warrants by the holder thereof by surrender to be issued and (C) payment of the Exercise Price for such Warrants, accompanied which shall be payable by a subscription for shares to be purchased in any one or any combination of the form attached hereto as Exhibit B and by a following: (i) cash; (ii) certified or official bank check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five Company; (5iii) days thereafter, at its expense (including the payment by the Company surrender (which surrender shall be evidenced by cancellation of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than (represented by one or more relevant Warrant Certificates), and without the aggregate amount payment of all shares of Common Stock issuable upon exercise of all Warrants held by such personthe Exercise Price in cash, in return for the Company shall issue a new Warrant delivery to the holder surrendering Holder of the Warrant so exercised covering the aggregate such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which Warrants remain unexercisedimmediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and ------------------ an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in ---------------- accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." ------------------------------

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, A. The Warrants may be exercised by the Holder, in whole or in part (but not as to all or any portion a fractional share of Common Stock), by surrender of this Warrant Certificate at the principal office of the whole number Company at 00 Xxxxxxxx, Xxxxx 0000-00, Xxx Xxxx, XX 00000 (or such other office or agency of the Company as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached hereto duly exercised, at any time within the period beginning on the date described in Section1B hereof and expiring at 5:00PM on the "Expiration Date" (defined below) (the "Exercise Period") and by payment to the Company by certified check or bank draft of the purchase price for such shares. The Company agrees that the shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to so purchased shall be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause are deemed to be issued in the name of and delivered to the Warrant holder a certificate or certificates for Holder as the number record owner of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as of the close of business on the date on which the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to which Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants remain unexercisedshall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate representing the number of Warrants represented by the surrendered Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the Holder within such time.

Exercise of Warrants. At The Holder's right to exercise this Warrant -------------------- shall vest in equal increments at the first, second and third anniversaries of the date of issuance of this Warrant; provided, however, that the Holder's right to exercise the Warrant shall fully vest immediately prior to a public offering of the Company's common stock. This Warrant is exercisable in whole or in part at the Exercise Price per share of Common Stock payable hereunder, payable in cash or by certified or official bank check. The only condition to vesting of the Holder's right to exercise this Warrant shall be the passage of time and Holder's right to exercise the Option shall not be terminated for any time before June 25reason, 2007 at 5:00 p.m.including (without limitation) by reason of death, Richmonddisability, Virginia timeincapacity or termination of employment. Upon surrender of this Warrant Certificate with the annexed Notice of Exercise Form duly executed, Warrants (which Notice of Exercise Form may be exercised submitted either by delivery to the Company or by facsimile transmission as to all or any portion provided in Section 8 hereof), together with payment of the whole Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. For the purposes of this Section 2, "Market Value" shall be an amount equal to the average closing bid price of a share of Common Stock, as reported by Bloomberg, LP or, if not so reported, as reported on the over-the- counter market for the five (5) trading days preceding the Company's receipt of the Notice of Exercise Form duly executed multiplied by the number of shares of Common Stock covered by the Warrants by the holder thereof by to be issued upon surrender of the Warrantsthis Warrant Certificate. UPON EXERCISE OF THE WARRANT AND ISSUANCE OF THE UNDERLYING SHARES OF COMMON STOCK, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercisedTHE HOLDER AND/OR ANY AFFILIATE (AS DEFINED BY THE SECURITIES AND EXCHANGE ACT OF 1934) TO WHOM SOME OR ALL OF THE WARRANT SHALL HAVE BEEN TRANSFERRED OR ASSIGNED SHALL GRANT TO XXXXXXX XXXXX, delivered to the Company at its principal office at Commonwealth BiotechnologiesIN ANY CAPACITY, Inc.CURRENTLY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, 000 Xxxx Xxxxx XxxxxxAN IRREVOCABLE PROXY TO VOTE THE SHARES OF COMMON STOCK UNDERLYING THE WARRANT, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five WHICH PROXY SHALL EXPIRE FIVE (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedYEARS FROM THE DATE OF GRANT.