Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. a. Exercise of this Warrant shall be made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effective.

Exercise of Warrants. a. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit B duly executed, at the office of this Warrant shall be made upon delivery to the Company pursuant to Section 10located at 00000 Xxxxxxxxxx Xxxxxxxxx, of (i) this Warrant; (ii) a duly completed and executed election noticeXxxxxxxxxx, in the form attached hereto (the “Election Notice”) and (iii) Xxxxxxx 00000, accompanied by full payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in of the Election NoticeCompany being purchased (the "Purchase Price"), or (b) through a cashless exercise provided in Section 5(b) below. The whereupon the Company shall promptly (but in no event later than three (3) business days after cause the “Date appropriate number of Exercise,” as defined herein) issue or cause Shares to be issued and cause shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. 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 Periods, and otherwise on the same terms and conditions 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, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. 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 Warrant 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 on such date, the Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become the record holder of record of such Warrant Shares on the next succeeding date as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder which the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock ceased to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveso prohibited.

Exercise of Warrants. a. Exercise Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, 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 part of the 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 in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be made upon delivery deemed to be the Company pursuant to Section 10, date of (i) this Warrant; (ii) a its receipt by the Warrant Agent duly completed filled in and executed election notice, in the form attached hereto (the “Election Notice”) signed and (iii) payment of the Exercise Priceaccompanied by proper funds as hereinafter provided. Payment of the Exercise such Warrant Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order 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 Warrants, and payment of the Company equal to Exercise Warrant Price per share in effect at as aforesaid, the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full shares of Warrant Shares 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 exercisesurrender. 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, with and such restrictive legend as required by certificate shall be dated, the 1933 Act, as applicable. Any person so designated by date upon which the Warrant Holder to receive Certificate evidencing such Warrants was duly surrendered and payment of the Warrant Shares 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 record of such Warrant Shares as of shares on, and such certificate shall be dated, the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of next succeeding business day on which the Common Stock (as quoted by transfer books of the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveCompany are open.

Exercise of Warrants. a. Unless the Warrants have been redeemed as provided in this Section 7, the registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby, in whole at any time or in part from time to time at or prior to the close of business, on the Expiration Date, subject to the provisions of Section 9, at which time the Warrant Certificates will be and become wholly void and of no value. Warrants may be exercised by their holders or redeemed by the Company as follows: A. Exercise of this Warrants will be accomplished on surrender of the Warrant shall be made upon delivery Certificate evidencing the Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its stock transfer office in Golden, Colorado, together with payment to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Relevant Exercise PricePrice (as of the date of the surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of the exercise. Payment of the Relevant Exercise Price and other amounts may be made at the option of the Warrant Holder either (a) in cash, by wire transfer of good funds, or by certified or official bank check cashier's check, payable in lawful money of the United States of America to the order of the Company Company. No adjustment will be made for any cash dividends, whether paid or declared, on any securities issuable on exercise of a Warrant. B. On receipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Relevant Exercise Price of the Warrants being exercised (and of an amount equal to Exercise Price per share in effect at any applicable taxes or government charges), the time of exercise multiplied by Warrant Agent will promptly request from the number of Warrant Shares specified in Transfer Agent the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause securities to be issued and cause deliver to be delivered to or on the order of the registered holder of the Warrant Holder Certificate, in such the name or names as the Warrant Holder registered holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full shares of the securities to be purchased, together with cash made available by the Company under Section 8 in respect of any fraction of a share of the securities otherwise issuable on the exercise. If the Warrant Shares issuable upon such exerciseis then exercisable to purchase property other than securities, with such restrictive legend as the Warrant Agent will take appropriate steps to cause the property to be delivered to or on the order of the registered holder of the Warrant Certificate. In addition, if it is required by law and on instruction by the Company, the Warrant Agent will deliver to each Warrant Holder a prospectus which complies with the provisions of Section 9 of the Securities Act of 1933 Act, as applicable. Any person so designated and the Company agrees to supply Warrant Agent with enough prospectuses to carry out that purpose. C. In case the registered holder of any Warrant Certificate will exercise fewer than all of the Warrants evidenced by the Warrant Holder Certificate, the Warrant Agent will promptly countersign and deliver to receive the registered holder of the Warrant Shares shall Certificate, or to registered holder=s duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised. D. Each person in whose name any certificate for securities is issued on the exercise of Warrants will for all purposes be deemed considered to have become the holder of record of such the securities represented thereby as of, and the certificate will be dated, the date on which the Warrant Shares as Certificate was duly surrendered in proper form and payment of the Date Relevant Exercise Price (and of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market any applicable taxes or other principal trading marketgovernmental charges) was made; provided, however, that if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu the surrender and payment is a date on which the stock transfer books of exercising this Warrant for cashthe Company are closed, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to person will be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed considered to have been acquired by become the Warrant Holderrecord holder of the shares as of, and the holding period certificate for the Warrant Shares shall shares will be deemed to have commenceddated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the date this Warrant was originally issued. This cashless exercise provision shall not be available to Expiration Date) and the Warrant Holder if there is an effective registration statement on file with Agent will be under no duty to deliver the SEC covering certificate for the shares underlying until the Warrants date. The Company covenants and such registration statement stays effectiveagrees that it will not cause its stock transfer books to be closed for a period of more than 20 consecutive business days except on consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law.

Exercise of Warrants. a. Exercise The Registered Holder of any Warrant Certificate may exercise the Warrants, in whole or in part at any time or from time to time at or prior to the close of business, on the Expiration Date, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders as follows: (a) This Warrant may be exercised by Registered Holder, in whole or in part, by the surrender of this Warrant shall be made upon delivery (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of an amount equal to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise then applicable Purchase Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or then being purchased upon such exercise. (b) through Payment may be made either in lawful money of the United States or by surrender of an outstanding note made by the Company and payable to the Registered Holder with a cashless balance of principal plus accrued and unpaid interest to the date of surrender equal to the payment required. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 5(bsubsection l(a) belowabove. The Company shall promptly (but At such time, the person or persons in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such whose name or names as the Warrant Holder may designate in the Election Notice, a certificate any certificates for the Warrant Shares shall be issuable upon such exercise, with such restrictive legend exercise as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares provided in subsection l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of the purchase right represented by this Warrant, but in no case later than 5 business days after the Notice of Exercise is delivered to the Company, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant (subject to adjustment as provided herein) minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) above. (d) In case the registered holder of any Warrant certificate shall exercise fewer than all of the Warrants evidenced by such certificate, the Company shall promptly countersign and deliver to the registered holder of such certificate, or to his duly authorized assigns, a new certificate evidencing the number of Warrants that were not so exercised. (e) Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant Shares as certificate was duly surrendered in proper form and payment of the Date Purchase Price (and of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market any applicable taxes or other principal trading marketgovernmental charges) was made; provided, ¬however¬, that if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to surrender and payment is a date on which the date stock transfer books of the Company are closed, such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above person shall be deemed to have been acquired by become the Warrant Holderrecord holder of such shares as of, and the holding period certificate for the Warrant Shares such shares shall be deemed to have commenceddated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the date this Warrant was originally issuedExpiration Date) and the Company shall be under no duty to deliver the certificate for such shares until such date. This cashless exercise provision The Company covenants and agrees that it shall not cause its stock transfer books to be available closed for a period of more than 10 consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law. The Company shall pay all documentary, stamp or other transactional taxes attributable to the Warrant Holder if there is an effective registration statement on file with issuance or delivery of shares upon exercise of the SEC covering the shares underlying the Warrants and such registration statement stays effectiveWarrants.

Exercise of Warrants. a. During the Exercise Period, each Holder may, subject to this Agreement, exercise from time to time some or all of this the Warrants evidenced by its Warrant shall be made upon delivery Certificate(s) by (i) surrendering to the Company pursuant at the principal office of the Warrant Agent such Warrant Certificate(s) with the form of election to Section 10purchase 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, of Inc. (i) this Warrant; the "NASD"), or , to the extent held in "street" name, Holder shall comply with applicable law, and (ii) a duly completed 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 executed election notice, in the form attached hereto (the “Election Notice”) and (iii) tender of payment of the aggregate Exercise PricePrice is made. Payment of the aggregate Exercise Price may shall be made at in cash by wire transfer of immediately available funds to the option Warrant Agent for the account of the Warrant Holder either (a) in cash, wire transfer Company or by certified or official bank check payable or checks to the order of the Company equal to Exercise Price per share or by any combination thereof. Upon the exercise of any Warrants in effect at accordance with this Agreement, the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch, to or upon the Warrant written order of the Holder and in such name or names as the Warrant Holder may designate in the Election Noticedesignate, 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, with . The certificate or certificates representing such restrictive legend as required by the 1933 Act, as applicable. Any Warrant Shares shall have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Date date such Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenantsWarrants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If assessable and will not have been issued in violation of or subject to any preemptive rights. In the closing price per share event that less than all of the Common Stock (Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as quoted specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Nasdaq Capital Market Company to countersign, issue and deliver the required new Warrant Certificate or other principal trading marketCertificates evidencing such remaining Warrant or Warrants pursuant to the provisions of this Section 4.2 hereof and of Section 3 hereof. The Company, if applicable) reported whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf to the day immediately preceding Company for such purpose. Upon delivery of the Date Warrant Shares issuable upon exercise in accordance herewith and of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one any required new Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashCertificates, the Company shall direct the Warrant Holder may elect Agent by written order to receive that number cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Shares computed using Agent in a manner permitted by applicable laws and satisfactory to the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued Company in accordance with its written instructions to the Warrant Holder Y= the number of shares of Agent. The Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted Agent shall account promptly to the date of such calculation) For purposes of Rule 144 promulgated under Company with respect to Warrants exercised and concurrently pay to the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired Company all amounts received by the Warrant Holder, 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 holding period for Holders during normal business hours at its office. The Company shall at its sole expense supply the Warrant Shares shall be deemed Agent from time to have commenced, on the date time with such numbers of copies of this Warrant was originally issued. This cashless exercise provision shall not be available to Agreement as the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveAgent may reasonably request.

Exercise of Warrants. a. Exercise of this Warrant shall be made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable The Warrants shall be exercisable on the terms and according to the order procedures as set forth in the Warrant Certificate. Such terms and procedures set forth therein are incorporated herein by reference. In the event of a Holder electing to exercise a Warrant by Cashless Exercise, the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall calculate and promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered transmit written instructions to the Warrant Holder in such name or names as Agent regarding, and the Warrant Holder may designate in the Election NoticeAgent shall have no obligation under this Section 5 to calculate, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued in accordance with such instructions or to investigate or confirm whether the Warrant Holder Y= Company’s determination of the number of shares of Common Stock to be issued on such exercise, pursuant to this Section 5, is accurate or correct. Such notification shall be made as promptly as practicable following (but in no event later than five Business Days following) receipt by the Company of such Xxxxxx’s Warrant Exercise Documentation. In the event of a Cashless Exercise, the Company shall provide the cost basis for shares to be issued pursuant to a Cashless Exercise prior to the transmittal of the number of Warrant Shares purchasable issuable in connection with the Cashless Exercise to the Warrant Agent. (b) In the event of a cash exercise, the Company hereby instructs the Warrant Agent to record the cost basis for newly issued shares (to the extent the Warrant Agent is required by applicable law to report such cost basis) as the sum of (1) the Exercise Price per share of Common Stock under the Warrant plus (2) the Holder’s cost basis in the exercised Warrant which the Company shall request of the Holder, if necessary. (c) Computershare shall forward all funds received by it under this Warrant orAgreement that are to be distributed or applied by Computershare in the performance of the services hereunder (the “Funds”) by the 5th Business Day of the following month by wire transfer to an account designated by the Company. The Funds shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Agreement, if only a portion of this Warrant is being exercisedComputershare may hold or invest the Funds through such accounts in: (a) funds backed by obligations of, or guaranteed by, the portion United States of this Warrant being exercised America; (at b) debt or commercial paper obligations rated A-1 or P-1 or better by S&P Global Inc. (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively; (c) Government and Treasury backed AAA-rated Fixed NAV money market funds that comply with Rule 2a-7 of the date Investment Company Act of such calculation1940, as amended; or (d) A= Fair Market Value B= Exercise Price (as adjusted to the date short term certificates of such calculation) For purposes of Rule 144 promulgated under the 1933 Actdeposit, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holderbank repurchase agreements, and bank accounts with commercial banks with Tier 1 capital exceeding $1 billion, or with an investment grade rating by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the holding period for the Warrant Shares shall be deemed Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to have commencedtime receive interest, on the date this Warrant was originally issueddividends or other earnings in connection with such deposits or investments. This cashless exercise provision Computershare shall not be available obligated to pay such interest, dividends or earnings to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveCompany, any holder or any other party.

Exercise of Warrants. a. Exercise Each registered holder of this Warrant Warrants shall have the right, which right may be made exercised as set forth herein, to 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 herein, upon delivery surrender to the Company, with the form of election to purchase duly completed and signed, and upon payment to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check, bank draft, or postal or express money order, payable in United States dollars, to the order of the Company. Upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be issued delivered with all reasonable dispatch to or upon the Warrant Holder Y= 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 number of full shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, Common Stock so purchased upon the portion of this Warrant being exercised (at the date exercise of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above Warrants. Such certificates shall be deemed to have been acquired by the Warrant Holderissued, and the holding period for the Warrant Shares any person so designated to be named therein shall be deemed to have commencedbecome a holder of record of such Common Stock, on as of the date this Warrant was originally issued. This cashless of surrender of such Warrants and payment of the Exercise Price, as aforesaid; provided, however, that if, at the date of surrender of such Warrants and the payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise provision of such Warrants shall be closed, the certificates for the Common Stock in respect of which such Warrants are then exercised 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 aforesaid, unless otherwise required by law, shall not be available closed at any one time for a period longer than 20 days. The right 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 Common Stock specified therein, and in the event that any Warrant is exercised in respect of less than all of the Common Stock specified therein at any time prior to the date of expiration of the Warrants, a new Warrant Holder or Warrants will be issued for the remaining number of Common Stock specified in the Warrant so surrendered. Notwithstanding anything contained herein to the contrary, no Warrant may be exercised if there is an effective the issuance of Common Stock in connection therewith would constitute a violation of the registration statement on file provisions of federal or state securities laws. Upon 30 days prior written notice to the holder of the Warrants, the Company shall have the right to reduce the exercise price and/or extend the term of the Warrants in compliance with the SEC covering requirements of Rule 13e-4 to the shares underlying the Warrants and such registration statement stays effectiveextent applicable.

Exercise of Warrants. a. Exercise Subject to the provisions of this Agreement and the Warrant Certificate in substantially the form attached hereto, each registered holder of Warrants shall be made have the right to purchase from the Company, and the Company shall issue and sell to such registered holder, the number of fully paid and nonassessable shares of Common Stock of the Company specified in the Warrants, upon delivery surrender to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option 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 of exercise in part, the Warrant Agent shall issue and deliver to the Warrant Holder either (a) another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of Warrants shall be in cash, wire transfer cash or by certified or official bank check payable to the order of the Company equal Company. Subject to Exercise Price per share the provisions of this Agreement and the Warrant Certificate in effect substantially the form attached hereto, Warrants may be exercised for a period of five years beginning at the time Closing of the Offering. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise multiplied by of any Warrant. Subject to Section 5 hereof, upon surrender of Warrants and payment of the number of Warrant Shares specified in Price, the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to with all reasonable dispatch to, or upon the Warrant Holder written order of the registered holder of Warrants exercised, and in such name or names as the Warrant Holder may designate in the Election Noticeholder shall designate, a certificate for or certificates representing the Warrant Shares 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 such exercisesurrender. Such certificate or certificates shall be deemed to have been issued, with such restrictive legend as required by the 1933 Act, as applicable. Any and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares shares, as of the Date date of Exercise surrender of this Warrant. All Warrant Shares delivered to the Warrants and the payment of the Warrant Holder the Company covenantsPrice; provided, shall upon due exercise of this Warranthowever, be duly authorizedthat if, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu surrender of exercising this such Warrants and the payment of such Warrant for cashPrice, the Warrant Holder may elect to receive that number of Warrant Shares computed using transfer books for the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to or other class of stock purchasable upon the exercise of such Warrants shall be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercisedclosed, the portion certificates for the shares in respect of this Warrant being which such Warrants are then exercised (at shall be issuable as of the date of which such calculation) A= Fair Market Value B= Exercise Price (as adjusted 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 the date of deliver any certificate for such calculation) For purposes of Rule 144 promulgated under the 1933 Actshares; provided, it is intendedfurther, understood and acknowledged however, that the Warrant Shares issued 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 a cashless exercise transaction in the manner described above shall be deemed to have been acquired excess of 20 days. The Company, whenever requested by the Warrant HolderAgent, and the holding period for will supply the Warrant Shares Agent with Warrants duly 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 deemed to have commenced, on imposed in respect of the date this Warrant was originally issuedissue or delivery of the shares issued upon the exercise of any Warrants. This cashless exercise provision The Company shall not be available 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 Warrant Holder if there Company's satisfaction that no tax or charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. (a) Exercise of the purchase rights represented by this Warrant shall may be made upon at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company pursuant to Section 10of the Notice of Exercise Form, surrender of (i) this Warrant; (ii) a duly completed Warrant and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the aggregate Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified such other office or official bank check payable to the order agency of the Company equal as it may designate by notice in writing to Exercise Price per share in effect the registered Holder at the time address of exercise multiplied by such Holder appearing on the number books of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) belowCompany). The Company Certificates for shares purchased hereunder shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Holder within five (5) Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant Holder in such name or names and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the Warrant Holder may designate in date the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required Exercise Price is received by the 1933 Act, as applicableCompany. Any person so designated by the Warrant Holder to receive The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the Date date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid in full. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares or indicating the issuance of such Warrant Shares on the stock ledger of the Company maintained by the Company or its transfer agent pursuant to this Section 3(a) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) If at any time after one year from the date of issuance of this Warrant. All Warrant there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder, this Warrant may also be exercised at such time by notice delivered to the Warrant Company by means of a “cashless exercise” in which the Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect entitled to receive that a certificate for the number of Warrant Shares computed using equal to the following formula: X=Y quotient obtained by dividing [(A-B) A Where X= (X)] by (A), where: (A) = the closing price on the Trading Day immediately preceding the date of such election; (B) = the Exercise Price of this Warrant, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise. (d) Except with respect to Sun Solunet, LLC, the Holder shall not be entitled to exercise this Warrant into shares of Common Stock that would result in beneficial ownership by the Holder and its affiliates of more than 4.9% of the then outstanding number of shares of Common Stock to be issued to on such date. For the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Actimmediately preceding sentence, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above beneficial ownership shall be deemed to have been acquired by determined in accordance with Section 13(d) of the Warrant HolderSecurities Exchange Act of 1934, as amended, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveRegulation 13d-3 promulgated thereunder.

Exercise of Warrants. a. Exercise (a) During the period specified in Section 2.02 any whole number of this Warrants may be exercised by providing certain information set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall be made upon delivery 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] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company pursuant in writing. (b) The Warrant Agent shall, from time to Section 10time, as promptly as practicable, advise the Company and the Trustee under the Indenture of (i) the number of Warrants exercised in accordance with the terms and conditions of this WarrantAgreement and the Warrant Certificates; (ii) a duly completed and executed election notice, in the form attached hereto (instructions of each holder of the “Election Notice”) and Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise; (iii) payment delivery of Warrant Certificates evidencing the balance, if any, of the Exercise Price. Payment Warrants remaining after such exercise; and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Exercise Price may be made at Company shall issue, pursuant to the option of the Warrant Holder either (a) Indenture, in cash, wire transfer authorized denominations to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder Certificate evidencing such Warrant, the Warrant Debt Securities to which such holder is entitled [in fully registered form, registered in such name or names names] [in bearer form] as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effective.be

Exercise of Warrants. a. Exercise of this Warrant shall Shares may be made purchased upon delivery surrender to the Company pursuant to Section 10at the office or agency of the Warrant Agent in the City of New York, of (i) this Warrant; (ii) a the certificate or certificates evidencing the Warrants to be exercised, together with the form of election to purchase on the reverse thereof duly completed filled in and executed election noticesigned, which signature shall, if the Warrant Shares are to be issued in the form attached hereto (name of a person other than the “Election Notice”) and (iii) payment Holder of the Exercise Price. Payment Warrant, be guaranteed by a bank or trust company located in the United States or a broker or dealer that is a member of a national securities exchange, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price may be made at (as defined in and determined in accordance with the option provisions of the Warrant Holder either (aSections 10 and 11 hereof) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by for the number of Warrant Shares specified in respect of which such Warrants are then being exercised. Payment of the Election Noticeaggregate Exercise Price shall be made by certified or cashier's check, or (b) through a cashless exercise provided in by any combination thereof. Subject to Section 5(b) below. The 8 hereof, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered delivered, with all reasonable dispatch, to or upon the Warrant written order of the Holder and in such name or names as the Warrant Holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full Warrant Shares issuable so purchased upon the exercise of such exercise, with such restrictive legend as required by the 1933 Act, as applicableWarrants. Any Such certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Date date of the surrender of such Warrants and payment of the Exercise Price, as aforesaid; PROVIDED, HOWEVER, that if such Warrants are surrendered, and the Exercise Price is paid, on a Saturday, Sunday or other day on which banking institutions in the City of this Warrant. All Warrant Shares delivered New York are authorized or obligated by law or executive order to the Warrant Holder the Company covenantsclose, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of or on a day when the Common Stock (as quoted by transfer books of the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashCompany are closed, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be deemed issuable as of the next succeeding Monday, Tuesday, Wednesday, Thursday or Friday on which such banking institutions are not so authorized or obligated to have commencedclose (whether before or after the Expiration Date) and which is a day on which the Common Stock transfer books of the Company are open. The rights of purchase represented by the Warrants shall be exercisable, on at the date this 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 less than all of the Warrant was originally issued. This cashless exercise provision shall not be available Shares specified therein at any time prior to the expiration of such Warrants, a new certificate evidencing the remaining Warrant Holder if there or Warrants will be issued, and the Warrant Agent is an effective registration statement hereby irrevocably authorized to countersign and to deliver the required new Warrant certificates pursuant to the provisions of this subsection and of subsection 2.2 hereof and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on file with behalf of the SEC covering the shares underlying the Warrants and Company for such registration statement stays effectivepurpose.

Exercise of Warrants. a. Exercise of the purchase rights for Warrant Shares represented by this Warrant shall may be made upon made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company pursuant (or such other office or agency of the Company as it may designate by notice in writing to Section 10, the registered Holder at the address of (ithe Holder appearing on the books of the Company) this Warrant; (ii) of a duly completed and executed election notice, facsimile copy (or e-mail attachment) of the Notice of Exercise in the form attached annexed hereto as Exhibit A and within two (2) Trading Days of the “Election Notice”date said Notice of Exercise is delivered to the Company; provided that if the Notice of Exercise is received after 12 p.m. EST on such day, then the Company will have three (3) and (iii) Trading Days for delivery, the Company shall have received payment of the Exercise Price. Payment of the aggregate Exercise Price may be made at the option of the Warrant Holder either (a) in cash, Shares thereby purchased by wire transfer or by certified or official cashier’s check drawn on a United States bank check payable or, if available, pursuant to the order cashless exercise procedure specified in Section 2(c) below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to Exercise Price per share in effect at the time applicable number of exercise multiplied by Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares specified in purchased and the Election Notice, or (b) through a cashless exercise provided in Section 5(b) belowdate of such purchases. The Company shall promptly deliver any objection to any Notice of Exercise within one (but in no event later than three (31) business days after the “Date Business Day of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record receipt of such Warrant Shares as of the Date of Exercise of this Warrantnotice. All Warrant Shares delivered to the Warrant The Holder the Company covenantsand any assignee, shall upon due exercise by acceptance of this Warrant, be duly authorizedacknowledge and agree that, validly issued, fully paid and non-assessable. b. If the closing price per share by reason of the Common Stock (as quoted by provisions of this paragraph, following the Nasdaq Capital Market or other principal trading market, if applicable) reported on purchase of a portion of the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashShares hereunder, the Warrant Holder may elect to receive that number of Warrant Shares computed using available for purchase hereunder at any given time may be less than the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, amount stated on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveface hereof.

Exercise of Warrants. a. (a) During the period specified in Section 2.2, any whole number of Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrants at the place or at the places set forth in the Warrant Certificate, with the purchase form set forth in the Warrant Certificate duly executed, accompanied by payment in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds,] of the Exercise Price for each Warrant exercised. The date on which payment in full of the Exercise Price for a Warrant and the duly executed and completed Warrant Certificate are received by the Warrant Agent shall be deemed to be the date on which such Warrant is exercised. The Warrant Agent shall deposit all funds received by it as payment for the exercise of Warrants to the account of the Corporation maintained with it for such purpose and shall advise the Corporation by telephone at the end of each day on which such a payment is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Corporation in writing. (b) The Warrant Agent shall from time to time, as promptly as practicable after the exercise of any Warrants in accordance with the terms and conditions of this Agreement and the Warrant shall be made upon delivery to Certificates, advise the Company pursuant to Section 10, Corporation of (i) this Warrant; the number of Warrants so exercised, (ii) a duly completed the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the certificate or certificates representing shares of Stock to which such Holder is entitled upon such exercise, and executed election noticeinstructions of such Holder as to delivery of Warrant Certificates evidencing the balance, in if any, of the form attached hereto (the “Election Notice”) Warrants remaining after such exercise, and (iii) payment such other information as the Corporation shall reasonably require. (c) As soon as practicable after the exercise of any Warrants, the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer Corporation shall issue to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at Holder of the time of exercise multiplied by Warrant Certificate evidencing such Warrants, a certificate or certificates representing the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date shares of Exercise,” as defined herein) issue or cause Stock to be issued and cause to be delivered to the Warrant which such Holder is entitled in such name or names as may be directed by such Holder; and, if fewer than all of the Warrants evidenced by such Warrant Certificate were exercised, the Corporation shall execute and an authorized officer of the Warrant Holder may designate in the Election Notice, Agent shall manually authenticate and deliver a certificate for the new Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised Warrants remaining unexercised. (at the date of such calculationd) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision The Corporation shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Stock; and in the event that any such transfer is involved, the Corporation shall not be required to issue or deliver any shares of Stock until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Corporation’s satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. Exercise (a) Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, 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 part of the 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 designated for such purpose, 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 in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be made upon delivery deemed to be the Company pursuant to Section 10, date of (i) this Warrant; (ii) a its receipt by the Warrant Agent duly completed filled in and executed election notice, in the form attached hereto (the “Election Notice”) signed and (iii) payment of the Exercise Priceaccompanied by proper funds as hereinafter provided. Payment of the Exercise such Warrant Price may be made at the option of the Warrant Holder either (a) in wire transfer in immediately available funds, cash, wire transfer or by certified or official bank check payable to the order 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 Warrants, and payment of the Company equal to Exercise Warrant Price per share in effect at as aforesaid, the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full shares of Warrant Shares 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 exercisesurrender. 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, with and such restrictive legend as required by certificate shall be dated, the 1933 Act, as applicable. Any person so designated by date upon which the Warrant Holder to receive Certificate evidencing such Warrants was duly surrendered and payment of the Warrant Shares 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 record of such Warrant Shares as of shares on, and such certificate shall be dated, the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of next succeeding business day on which the Common Stock transfer books of the Company are open. (as quoted by b) In addition to the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date method of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as payment set forth below), in paragraph 9(a) and in lieu of exercising this Warrant for cashany cash payment required thereunder, each registered holder of the Warrants shall have the right at any time and from time to time to exercise the Warrant Holder may elect in full or in part by surrendering to receive that the Company at the office of the Warrant Agent designated for such purpose, such Warrant Certificates with the exercise form on the reverse thereof duly filled in and signed. The number of Shares of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued pursuant to this paragraph (b) shall be equal to the Warrant Holder Y= difference between: (i) the number of shares Shares of Warrant Shares purchasable under this Common Stock in respect of which the Warrant or, if only Certificate is exercised; and (ii) a portion of this Warrant is being exercisedfraction, the portion numerator of this which shall be the number of Shares of Common Stock in respect of which the Warrant being Certificate is exercised (at multiplied by the date Warrant Price and the denominator of such calculation) A= Fair which shall be the Current Market Value B= Exercise Price (as adjusted defined in Section 8 hereof) of the Common Stock. Anything in this Agreement to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Actcontrary notwithstanding, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above Agent shall be deemed have no duty (i) to have been acquired by determine or calculate the Warrant Holder, Price or (ii) confirm or verify the accuracy or correctness of the Warrant Price; the Warrant Agent's sole duty under this Section is to accept the Warrant Certificates and the holding period take possession for the Warrant Shares shall be deemed to have commenced, on benefit of the date this Warrant was originally issued. This cashless exercise provision shall not be available to Company of the payment of the Warrant Holder if there is an effective registration statement on file with Price delivered to it by a holder of the SEC covering the shares underlying the Warrants and such registration statement stays effectiveWarrant Certificate.

Exercise of Warrants. a. Exercise (a) Subject to the last paragraph of this Warrant shall Section 1, the Warrants evidenced hereby may be made exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the Effective Date and on or prior to the Expiration Date upon delivery to the Company pursuant to Section 10at the principal executive office of the Company in the United States of America, of (iA) this Warrant; Warrant Certificate, (iiB) a duly completed written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and executed election notice, specifying the number of Warrants being exercised and the name or names in which the form attached hereto (Holder wishes the “Election Notice”) certificate or certificates for shares of Common Stock to be issued and (iiiC) payment of the Exercise Price. Payment of the Exercise Price may for such Warrants, which shall be made at the option of the Warrant Holder either payable by (ax) in cash, wire transfer or by (y) certified or official bank check payable to the order of the Company equal Company. The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or Documentation." (b) through a cashless exercise provided As promptly as practicable, and in Section 5(bany event within five (5) below. The Business Days after receipt of the Warrant Exercise Documentation, the Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue deliver or cause to be issued and cause to be delivered to (A) certificates representing the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder number of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of nonassessable shares of Common Stock to be issued to specified in the Warrant Holder Y= Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised, a new Warrant Certificate or Certificates, of like tenor, for the number of shares of Warrant Shares purchasable under Warrants evidenced by this Warrant orCertificate, if only a portion less the number of this Warrant is Warrants then being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless . Such exercise transaction in the manner described above shall be deemed to have been acquired by made at the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, close of business on the date this of delivery of the Warrant was originally issuedExercise 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. (c) The Company shall pay all expenses incurred by it in connection with 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. This cashless exercise provision The Company shall not be available 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, as the case may be, in any name other than that of the registered holder of the Warrant Holder if there is an effective registration statement on file evidenced hereby. (d) In connection with the SEC covering exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares underlying of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants and such registration statement stays effectiveso exercised.

Exercise of Warrants. a. Exercise (a) A Warrant, when countersigned by the Warrant Agent, may be exercised by surrendering it at the office of the Warrant Agent in Atlanta, Georgia, or at the office of its successor as warrant agent, prior to the close of business of the Warrant Agent on the Expiration Date or such earlier date as may be applicable with the exercise form set forth in the Warrant duly completed and executed, and by paying in full, in lawful money of the United States, the Warrant Price for each full Common Share as to which the Warrant is exercised, and any applicable taxes. Notwithstanding the foregoing, the Company is only required to use reasonable efforts which will permit the purchase and sale of the Common Shares underlying the Warrants and is not required to qualify the Warrants or the Common Shares underlying the Warrants in any state. (b) As soon as practicable after the exercise of any Warrant, the Company shall issue to, or upon the order of, the holder or holders of the Warrant, in whatever name or names the Warrant holder may direct, a certificate or certificates for the number of full Common Shares to which the holder or holders are entitled, registered in the name or names specified by the holder or holders, and, if the Warrant is not exercised in full (except with respect to a remaining fraction of a share), a new countersigned Warrant for the number of shares (including fractional shares) as to which the Warrant has not been exercised. All Warrants surrendered shall be canceled by the Company. (c) If the same holder of one or more Warrants exercises the purchase rights under the Warrants in the same transaction in a manner that leaves the right to purchase a fraction of a share unexercised, the Company shall pay a cash adjustment with respect to that final fraction in an amount equal to the same fraction of the current market price of one Common Share on the business day that next precedes the day of exercise reduced by the same fraction of the Warrant Price of one Common Share on that day. For this purpose, the current market price shall be the price of one Common Share on the principal stock exchange on which the Common Shares is traded on the next preceding business day, or, if no sales take place on that day or if the Common Shares are not then listed on a stock exchange, the average of the reported bid and asked prices on that day in the over-the-counter market. (d) All Common Shares issued upon the exercise of a Warrant shall be made upon delivery to duly and validly issued, fully paid and nonassessable, and the Company pursuant to Section 10, shall pay all taxes in connection with the issuance of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) belowsuch shares. The Company shall promptly (but not be required to pay any tax imposed in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate connection with any transfer involved in the Election Notice, issuance of a certificate for Common Shares in any name other than that of the holder or holders of the Warrant surrendered in connection with the purchase of the shares. In this case the Company shall not be required to issue or deliver any stock certificate until the tax has been paid. (e) Each person in whose name any certificate for Common Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares is issued shall be deemed to have become the holder of record of the shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of the certificate, except that, if the date of surrender and payment is a date when the stock transfer books of the Company are closed, a person shall be deemed to have become the holder of shares at the close of business on the next succeeding date on which the stock transfer books are open. Except as otherwise provided in Article III, each person holding any shares received upon exercise of Warrants shall be entitled to receive only dividends or distributions which are payable to holders of record on or after the date on which the person is deemed to become the holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessableshares. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effective.

Exercise of Warrants. a. Exercise (a) During the period specified in Section 2.2, any whole number of this Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [lawful money of the United States of America] [applicable currency,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ____________], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent 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 [including any applicable certifications if the Warrant Securities are issuable in bearer form]. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall be made upon delivery deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-dollar denominated funds -- or in such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company pursuant in writing. (b) The Warrant Agent shall, from time to Section 10time, as promptly as practicable, advise the Company and the [Trustee under the Indenture relating to the Warrant Securities] of (i) this Warrant; the number of Warrants exercised, (ii) a duly completed and executed election noticethe instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, in the form attached hereto (the “Election Notice”) and (iii) payment delivery of Warrant Certificates evidencing the balance, if any, of the Exercise Price. Payment Warrants remaining after such exercise, and (iv) such other information as the Company or such Trustee shall reasonable require. (c) As promptly as practicable after the exercise of any Warrant, the Exercise Price may be made at Company shall issue, pursuant to the option of the Warrant Holder either (a) Indenture, in cash, wire transfer authorized denominations to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Holder may designate in the Election NoticeAgent shall manually countersign and deliver, a certificate for the new Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised such Warrants remaining unexercised. (at the date of such calculationd) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision The Company shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Company's satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificates evidencing such Warrants and by paying in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] the Warrant Price for each Warrant exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise of this Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be made upon delivery payable))] to the Warrant Agent at its corporate trust office at [address] [or at ], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option]. The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, 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 advice to the Company pursuant in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to Section 10be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Trustee] in writing of (i) this Warrant; the number of Warrants exercised, (ii) a duly completed and executed election noticethe instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to be issued upon such exercise, in the form attached hereto (the “Election Notice”) and (iii) payment delivery of any Warrant Certificates evidencing the balance, if any, of the Exercise PriceWarrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Payment As soon as practicable after the exercise of any Warrant, but subject to receipt by the Exercise Price may be made at the option Warrant Agent of the Warrant Holder either (a) Certificate evidencing such Warrant as provided in cashthis Section, wire transfer the Company shall issue[, pursuant to the Indenture, in authorized denominations to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time Holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Certificate evidencing each Warrant,] the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Holder may designate in the Election NoticeAgent shall manually countersign and deliver, a certificate for the new Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issuedWarrants remaining unexercised. This cashless exercise provision The Company shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Company’s satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. The registered holder of each Warrant shall have the right, which may be exercised as in such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of Shares specified in such Warrant, upon surrender to the Company, at the office in ________________________________ of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the Warrant Exercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of Shares in respect of which such Warrant shall be made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Priceis then exercised. Payment of the such Warrant Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified check or official bank check draft or postal or express money order, payable in United States dollars, to the order of the Company equal Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and payment of the Warrant Exercise Price per share in effect at as aforesaid, the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants, and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicablesurrender. Any Such certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Date date of Exercise the surrender of this Warrant. All Warrant Shares delivered to such Warrants and payment of the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (as aforesaid; provided, however, that if, at the date of calculation surrender of such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as set forth below)the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised 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. 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 lieu the event that any Warrant is exercised in respect of exercising this less than all of the Shares specified therein at any time before the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for cash, the remaining number of Shares specified in the Warrant Holder may elect so surrendered, and the Warrant Agent is hereby irrevocably authorized to receive that number of Warrant Shares computed using countersign and to deliver the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued required new Warrants pursuant to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion provisions of this Warrant is being exercised, the portion Section and of Section 3 of this Warrant being exercised (at Agreement, and the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 ActCompany, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired whenever required by the Warrant HolderAgent, and the holding period for will supply the Warrant Shares shall be deemed to have commenced, Agent with Warrants duly executed on behalf of the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and Company for such registration statement stays effectivepurpose.

Exercise of Warrants. a. Exercise (a) During the period specified in Section 2.02 any whole number of this Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [lawful money of the United States of America] [applicable currency,] [in cash or by certified check or official bank check or by, in each case,] [by bank wire transfer] in immediately available funds the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ____________], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent 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 date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificates as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall be made upon delivery deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-dollar denominated funds -- or in such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company pursuant in writing. (b) The Warrant Agent shall, from time to Section 10time, as promptly as practicable, advise the Company and the Trustee of (i) this Warrant; the number of Warrants exercised, (ii) a duly completed and executed election noticethe instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, in the form attached hereto (the “Election Notice”) and (iii) payment delivery of Warrant Certificates evidencing the balance, if any, of the Exercise Price. Payment Warrants remaining after such exercise, and (iv) such other information as the Company or such Trustee shall reasonably require. (c) As promptly as practicable after the exercise of any Warrant, the Exercise Price may be made at Company shall issue, pursuant to the option of the Warrant Holder either (a) Indenture, in cash, wire transfer authorized denominations to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Holder may designate in the Election NoticeAgent shall manually countersign and deliver, a certificate for the new Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised such Warrants remaining unexercised. (at the date of such calculationd) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision The Company shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Company's satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. Exercise (a) During the period specified in Section 2.2, any whole number of this Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [lawful money of the United States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at __________], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent 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 date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall be made upon delivery 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] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company pursuant in writing. (b) The Warrant Agent shall, from time to Section 10time, as promptly as practicable, advise the Company of (i) this Warrant; the number of Warrants exercised, (ii) a duly completed and executed election noticethe instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, in the form attached hereto (the “Election Notice”) and (iii) payment delivery of Warrant Certificates evidencing the balance, if any, of the Exercise Price. Payment Warrants remaining after such exercise, and (iv) such other information as the Company or such Trustee shall reasonably require. (c) As promptly as practicable after the exercise of any Warrant, the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer Company shall issue to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Holder may designate in the Election NoticeAgent shall manually countersign and deliver, a certificate for the new Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock such Warrants remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be issued paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times keep reserved, out of its authorized but unissued Warrant Holder Y= the Securities, a number of shares sufficient to provide for the exercise of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveCertificates.

Exercise of Warrants. a. Exercise (a) A Warrantholder may, at any time before the Expiry Time, exercise all or any number of this Warrant shall be made upon delivery the Warrants which remain outstanding and are then held by the Warrantholder, by surrendering to the Company pursuant Warrant Agent the Warrant Certificate or certificates representing the number of Warrants to Section 10be exercised, of (i) this Warrant; (ii) together with a duly completed and executed election notice, exercise form(s) in the form attached hereto (to the “Election Notice”Warrant Certificate(s) and (iii) payment a certified cheque, cashier’s cheque, money order or bank draft in lawful money of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer Canada payable to or by certified or official bank check payable to the order of the Company in an amount equal to the Exercise Price per share in effect respect of each Warrant Share subscribed for. Upon the exercise of Warrants pursuant to this Section 5.1, the Warrant Shares issued upon the exercise of the Warrants, registered in the name or names specified by the Warrantholder so exercising, shall be delivered to the Warrantholder within a reasonable time, not exceeding three Business Days from the date the Warrant Agent received all of the documents set forth in this Section 5.1, duly completed. (b) A Beneficial Owner who desires to exercise his or her non-certificated Warrants evidenced by a security entitlement in respect of Warrants in a book-based securities registration system must do so by arranging through a Participant for the issuance of a physical Warrant Certificate and/or Warrant Exercise Form to be completed and delivered to the Warrant Agent together with such other documentation as the Company or the Warrant Agent may reasonably require, specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft, cashier’s cheque or money order in lawful money of Canada payable to or to the order of the Company at par in Vancouver, B.C. in an amount equal to the time of exercise Exercise Price multiplied by the number of Shares being purchased. (c) The exercise form attached to the Warrant Certificates shall not be deemed to be duly completed if the name and mailing address of the holder do not appear legibly on such exercise form and such exercise form is not signed by the holder, his executors, administrators, other legal representatives or such holder’s attorney duly appointed. (d) If any of the Warrant Shares specified in respect of which the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause Warrants are exercised are to be issued and cause to be delivered a person or persons other than the Warrantholder in accordance with the provisions of Section 2.2 hereof, the Warrantholder shall pay to the Warrant Holder Agent such reasonable fees and all requisite stamp or security transfer taxes or other governmental charges eligible in connection with the issue of such name Warrant Shares to such other person or names as persons or shall establish to the satisfaction of the Warrant Holder may designate in Agent that such taxes and charges have been paid. If the Election NoticeCommon Shares are to be issued to a person other than the registered holder of this Warrant Certificate, the holder’s signature on the Subscription Form herein shall be guaranteed by a certificate for major Canadian Schedule I chartered bank or by a medallion signature guarantee from a member of a recognized Medallion Guarantee Program and the holder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing the Common Shares unless or until the holder shall have paid the Company or the Warrant Agent the amount of such tax or shall have satisfied the Company, acting reasonably, that such tax has been paid or that no tax is due. (e) The Warrants and the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as exercise of the Date Warrants have not been and will not be registered under the U.S. Securities Act or the laws of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share any state of the Common Stock (as quoted by United States. The Warrant Agent understands and agrees that the Nasdaq Capital Market Warrants may only be exercised in the United States or other principal trading marketby, or for the account or benefit of, a U.S. Person or person in the United States, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and Warrant Shares are registered under the U.S. Securities Act or the exercise of the Warrants is exempt from such registration statement stays effectiverequirements and in compliance with all applicable state laws. Each Warrantholder must, at the time of exercise, provide written certification, as provided on the Exercise Form.

Exercise of Warrants. a. Exercise Subject to the provisions of this Warrant Agreement, each registered holder of Warrants shall have the right, which may be made exercised as in such Warrants expressed, to 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 delivery surrender of such Warrants to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option office of the Warrant Holder either (a) Agent, with the form of election to purchase on the reverse thereof duly filled in cashand signed, wire transfer or by certified or official bank check payable and upon payment to the order Warrant Agent for the account of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate Price for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock in respect of which such Warrants are then exercised. Payment of such Warrant Price may be made in cash, or by certified or official bank check, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends on any shares of Common Stock issuable upon exercise of a Warrant. Upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be issued delivered with all reasonable dispatch to or upon the Warrant Holder Y= 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 number of full shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, Common Stock so purchased upon the portion of this Warrant being exercised (at the date exercise of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above Warrants. Such certificate or certificates shall be deemed to have been acquired by the Warrant Holder, issued and the holding period for the Warrant Shares any person so designated to be named therein shall be deemed to have commenced, on become a holder of record of such shares as of the date this of the surrender of such Warrants and payment of the Warrant was originally issued. This cashless Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of the Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise provision 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 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 aforesaid, unless otherwise required by law, shall not be available 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 shares specified therein, and in the event that any Warrant is exercised in respect of less than all of the shares specified therein, a new Warrant or Warrants will be issued for the remaining number of shares 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 and of ss.3 of this Agreement and the Company, whenever required by the Warrant Holder if there is an effective registration statement Agent, will supply the Warrant Agent with Warrants duly executed on file with behalf of the SEC covering the shares underlying the Warrants and Company for such registration statement stays effectivepurpose.

Exercise of Warrants. a. Any one Warrant or any multiple of one Warrant evidenced by any Warrant Certificate may be exercised on or after the Exercise of this Date and on or before the Expiration Date. A Warrant shall be made upon delivery exercised by the Warrant Holder by surrendering to the Company pursuant to Section 10, Transfer Agent the Warrant Certificate evidencing such Warrant with the exercise form on the reverse of (i) this Warrant; (ii) a such Warrant Certificate duly completed and executed election noticeand delivering to the Transfer Agent, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer by good check or by certified or official bank check draft payable to the order of the Company Company, the Exercise Price for each Share to be purchased. No fractional warrant may be exercised, but will be redeemed for cash equal to the current market value of such fractional warrant, as defined in Section 19 of this Warrant and Unit Agreement. b. Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the Exercise Price per share in effect at (and an amount equal to any applicable taxes or government charges) for the time of exercise multiplied by Shares for which Warrants are then being exercised, the Transfer Agent shall requisition from any transfer agent for the Shares, and upon receipt shall make delivery of, certificates evidencing the total number of Warrant whole Shares specified for which Warrants are then being exercised in the Election Noticesuch names and denominations as are required for delivery to, or (b) through a cashless exercise provided in Section 5(b) belowaccordance with the instructions of, the Warrant Holder. The Company Such certificates for the Shares shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause be deemed to be issued, and the person to whom such Shares are issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares of record shall be deemed to have become a holder of record of such Warrant Shares Shares, as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share date of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date surrender of Exercise (the “Fair Market Value”) such Warrant Certificate and payment of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth belowand an amount equal to any applicable taxes or government 3 charges), in lieu whichever shall last occur, provided that if the books of exercising this Warrant for cashthe Company with respect to the Shares shall be deemed to be closed, the Warrant Holder may elect person to receive that number whom such Shares are issued of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above record shall be deemed to have been acquired become a record holder of such Shares as of the date on which such books shall next be open (whether before, on or after the Expiration Date). The Company covenants and agrees that it shall not cause its stock transfer books to be closed for a period of more than twenty (20) consecutive business days except upon consolidation, merger, sale of all of its assets, dissolution or liquidation or as otherwise provided by law. c. In addition, if it is required by law and upon instruction by the Company, the Transfer Agent will deliver to each Warrant Holder a prospectus that complies with the provisions of Section 5 of the Securities Act, as amended, and the Company agrees to supply the Transfer Agent with a sufficient number of prospectuses to effectuate that purpose. d. Any Warrant Certificate or Certificates may be exchanged at the option of the holder thereof for another Warrant Certificate or Certificates of different denominations, of like tenor and representing in the aggregate the same number of Warrants, upon surrender of such Warrant Certificate or Certificates, with the Form of Assignment duly filled in and executed, to the Transfer Agent, at any time or from time-to-time after the close of business on the date hereof and prior to the close of business on the Expiration Date. The Transfer Agent shall promptly cancel the surrendered Warrant Certificate or Certificates and deliver the new Warrant Certificate or Certificates pursuant to the provisions of this Section. e. If less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with, transfer instructions properly given by the Warrant HolderHolder until the Expiration Date. f. All Warrant Certificates surrendered upon exercise of the Warrants shall be cancelled. g. Upon the exercise, or conversion of any Warrant, the Transfer Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all moneys received by the Transfer Agent for the purchase of securities or other property through the exercise of such Warrants. h. Expenses incurred by the Transfer Agent while acting in the capacity as Transfer Agent, in accordance with this Agreement, will be paid by the Company. A detailed accounting statement relating to the number of shares exercised, names of registered Warrant Holder(s) and the holding period for the Warrant Shares shall net amount of exercise funds remitted will be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available given to the Warrant Holder if there is an effective registration statement on file Company with the SEC covering the shares underlying the Warrants and such registration statement stays effectivepayment of each exercise amount.

Exercise of Warrants. a. Exercise A Warrant may be exercised upon surrender to the Warrant Agent, at its principal office, of this Warrant the certificate or certificates evidencing the Warrants to be exercised, together with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be made guaranteed by a bank or trust company or a broker or dealer which is a member of the National Association of Securities Dealers, Inc., and upon delivery payment to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in Warrant Agent for the form attached hereto (the “Election Notice”) and (iii) payment account of the Exercise Price. Payment of the Exercise Price may be made at the option Company of the Warrant Holder either Price (a) as defined in cashand determined in accordance with the provisions of Sections 9 and 10 hereof), wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by for the number of Warrant Shares specified in respect of which such Warrants are then exercised. Payment of the Election Noticeaggregate Warrant Price shall be made in cash or by certified or bank cashier's check drawn on a banking institution chartered by the government of the United States or any state thereof. Subject to Section 6 hereof, or (b) through a cashless exercise provided in Section 5(b) below. The Company upon such surrender of Warrants and payment of the Warrant Price as aforesaid, the Warrant Agent shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause delivered with all reasonable dispatch to be delivered to or upon the Warrant written order of the Holder and in such name or names as the Warrant Holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicablesurrender. Any Such certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Date date of Exercise the surrender of this Warrant. All Warrant Shares delivered to such Warrants and payment of the Warrant Holder Price, as aforesaid. The rights of purchase represented by the Company covenantsWarrants shall be exercisable, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If at the closing price per share election of the Common Stock (as quoted by the Nasdaq Capital Market Holders thereof, either in full or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below)from time to time in part and, in lieu the event that a certificate evidencing Warrants is exercised in respect of exercising this Warrant for cash, less than all of the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (on such exercise at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted any time prior to the date of such calculation) For purposes expiration of Rule 144 promulgated under the 1933 ActWarrants, it is intendeda new certificate evidencing the remaining Warrant or Warrants will be issued, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in Agent is hereby irrevocably authorized to countersign and to deliver the manner described above shall be deemed required new Warrant certificate or certificates pursuant to have been acquired the provisions of this Section and of Section 3 hereof, and the Company, whenever required by the Warrant HolderAgent, and the holding period for will supply the Warrant Shares shall be deemed to have commenced, Agent with Warrant certificates duly executed on behalf of the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and Company for such registration statement stays effectivepurpose.

Exercise of Warrants. a. Exercise (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of this Warrant shall be made upon delivery Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United 2. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company pursuant to Section 10, of (i) this Warrant; the number of Warrant Securities with respect to which Warrants were exercised, (ii) a duly completed and executed election noticethe instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, in the form attached hereto (the “Election Notice”) and (iii) payment delivery of Warrant Certificates evidencing the balance, if any, of the Exercise Price. Payment Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer Company shall issue to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Holder may designate in the Election NoticeAgent shall manually countersign and deliver, a certificate new Warrant Certificate evidencing Warrants for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the following formula: X=Y issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (A-Be) A Where X= Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares of Common Stock sufficient to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period provide for the Warrant Shares shall be deemed to have commenced, on exercise of the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveWarrants.

Exercise of Warrants. a. The Exercise Price and the number of Shares issuable upon the exercise of the Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Warrant Agreement. Subject to the provisions of this Agreement, and in addition to the right to surrender Warrants without any cash payment as set forth in subsection (c) below, each Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully-paid and nonassessable Shares specified in such Warrants, upon surrender to the Company, or 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 NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. No adjustment shall be made for any cash dividends payable out of consolidated earnings or retained earnings on any Shares issuable upon delivery to the Company pursuant to Section 10, exercise of (i) this a Warrant; (ii) a duly completed . Upon each surrender of Warrants and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal shall issue and cause to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Noticebe delivered with all reasonable dispatch, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business trading days after following such surrender, to or upon the “Date written order of Exercise,” as defined herein) issue or cause to be issued the Holder of such Warrants and cause to be delivered to the Warrant Holder in such name or names as the Warrant such Holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicablesurrender. Any Such certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share date of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date surrender of Exercise (the “Fair Market Value”) Warrants and payment of one share of Common Stock is greater than the Exercise Price of one Warrant Share (as aforesaid; provided, however, that if, at the date of calculation as set forth below), in lieu surrender of exercising this Warrant for cashsuch Warrants, the Warrant Holder may elect to receive that number of Warrant Shares computed using transfer books for the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares 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 issued closed at any one time for a period longer than twenty (20) days. 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 at any time prior to the Warrant Holder Y= Expiration Date, a new Warrant or Warrants will be issued for the remaining number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that specified in the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveso surrendered.

Exercise of Warrants. a. Exercise (a) A Warrant, when countersigned by the Warrant Agent, may be exercised by surrendering it at the office of the Warrant Agent in Cranford, New Jersey, or at the office of its successor as warrant agent, prior to the close of business of the Warrant Agent on the Expiration Date or such earlier date as may be applicable with the exercise form set forth in the Warrant duly completed and executed, and by paying in full, in lawful money of the United States, the Warrant Price for each full Common Share as to which the Warrant is exercised, and any applicable taxes. Notwithstanding the foregoing, the Company is only required to use reasonable efforts which will permit the purchase and sale of the Common Shares underlying the Warrants and is not required to qualify the Warrants or the Common Shares underlying the Warrants in any state. (b) As soon as practicable after the exercise of any Warrant, the Company shall issue to, or upon the order of, the holder or holders of the Warrant, in whatever name or names the Warrant holder may direct, a certificate or certificates for the number of full Common Shares to which the holder or holders are entitled, registered in the name or names specified by the holder or holders, and, if the Warrant is not exercised in full (except with respect to a remaining fraction of a share), a new countersigned Warrant for the number of shares (including fractional shares) as to which the Warrant has not been exercised. All Warrants surrendered shall be canceled by the Company. (c) If the same holder of one or more Warrants exercises the purchase rights under the Warrants in the same transaction in a manner that leaves the right to purchase a fraction of a share unexercised, the Company shall pay a cash adjustment with respect to that final fraction in an amount equal to the same fraction of the current market price of one Common Share on the business day that next precedes the day of exercise reduced by the same fraction of the Warrant Price of one Common Share on that day. For this purpose, the current market price shall be the price of one Common Share on the principal stock exchange on which the Common Shares is traded on the next preceding business day, or, if no sales take place on that day or if the Common Shares are not then listed on a stock exchange, the average of the reported bid and asked prices on that day in the over-the-counter market. (d) All Common Shares issued upon the exercise of a Warrant shall be made upon delivery to duly and validly issued, fully paid and nonassessable, and the Company pursuant to Section 10, shall pay all taxes in connection with the issuance of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) belowsuch shares. The Company shall promptly (but not be required to pay any tax imposed in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate connection with any transfer involved in the Election Notice, issuance of a certificate for Common Shares in any name other than that of the holder or holders of the Warrant surrendered in connection with the purchase of the shares. In this case the Company shall not be required to issue or deliver any stock certificate until the tax has been paid. (e) Each person in whose name any certificate for Common Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares is issued shall be deemed to have become the holder of record of the shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of the certificate, except that, if the date of surrender and payment is a date when the stock transfer books of the Company are closed, a person shall be deemed to have become the holder of shares at the close of business on the next succeeding date on which the stock transfer books are open. Except as otherwise provided in Article III, each person holding any shares received upon exercise of Warrants shall be entitled to receive only dividends or distributions which are payable to holders of record on or after the date on which the person is deemed to become the holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessableshares. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effective.

Exercise of Warrants. a. The registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby, in whole at any time or in part from time to time at or prior to the close of business, on the Expiration Date, subject to the provisions of Section 9, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders or redeemed by the Company as follows: A. Exercise of this Warrant Warrants shall be made accomplished upon delivery surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its stock transfer office in Kansas City, Missouri, together with payment to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise PricePrice (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made at the option of the Warrant Holder either (a) in cash, by wire transfer of good funds, or by certified or official bank check cashier's check, payable in lawful money of the United States of America to the order of the Company Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. B. Upon receipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Exercise Price of the Warrants being exercised (and of an amount equal to Exercise Price per share in effect at any applicable taxes or government charges as aforesaid), the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company Agent shall promptly (but in no event later than three (3) business days after request from the “Date of Exercise,” as defined herein) issue or cause Transfer Agent with respect to the securities to be issued and cause deliver to be delivered to or upon the order of the registered holder of such Warrant Holder Certificate, in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant Shares number of full shares of the securities to be purchased, together with cash made available by the Company pursuant to Section 8 hereof in respect of any fraction of a share of such securities otherwise issuable upon such exercise. If the Warrant is then exercisable to purchase property other than securities, with the Warrant Agent shall take appropriate steps to cause such restrictive legend as property to be delivered to or upon the order of the registered holder of such Warrant Certificate. In addition, if it is required by the 1933 Act, as applicable. Any person so designated law and upon instruction by the Company, the Warrant Holder Agent will deliver to receive each Warrantholder a prospectus which complies with the provisions of Section 9 of the Securities Act of 1933 and the Company agrees to supply Warrant Shares Agent with sufficient number of prospectuses to effectuate that purpose. C. In case the registered holder of any Warrant Certificate shall exercise fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent shall promptly countersign and deliver to the registered holder of such Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised. D. Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the Exercise Price (and of any applicable taxes or other governmental charges) was made; PROVIDED, HOWEVER, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of record of such Warrant Shares shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holderof, and the holding period certificate for such shares shall be dated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the Expiration Date) and the Warrant Shares Agent shall be deemed under no duty to have commenced, on deliver the date this Warrant was originally issuedcertificate for such shares until such date. This cashless exercise provision The Company covenants and agrees that it shall not cause its stock transfer books to be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveclosed for a period of more than 20 consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law.

Exercise of Warrants. a. Exercise (a) Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, 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 part of the 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 in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be made upon delivery deemed to be the Company pursuant to Section 10, date of (i) this Warrant; (ii) a its receipt by the Warrant Agent duly completed filled in and executed election notice, in the form attached hereto (the “Election Notice”) signed and (iii) payment of the Exercise Priceaccompanied by proper funds as hereinafter provided. Payment of the Exercise such Warrant Price may be made at the option of the Warrant Holder either (a) in wire transfer in immediately available funds, cash, wire transfer or by certified or official bank check payable to the order 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 Warrants, and payment of the Company equal to Exercise Warrant Price per share in effect at as aforesaid, the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full shares of Warrant Shares 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 exercisesurrender. 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, with and such restrictive legend as required by certificate shall be dated, the 1933 Act, as applicable. Any person so designated by date upon which the Warrant Holder to receive Certificate evidencing such Warrants was duly surrendered and payment of the Warrant Shares 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 record of such Warrant Shares as of shares on, and such certificate shall be dated, the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of next succeeding business day on which the Common Stock transfer books of the Company are open. (as quoted by b) In addition to the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date method of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as payment set forth below), in paragraph 9(a) and in lieu of exercising any cash payment required thereunder, each registered holder of the Warrants shall have the right at any time and from time to time 180 days after the date hereof to exercise the Warrant in full or in part by surrendering to the Company at the office of the Warrant Agent specified in Section 21 hereof, such Warrant Certificates with the exercise form on the reverse thereof duly filled in and signed. The number of shares of Warrant Common Stock to be issued pursuant to this paragraph (b) shall be equal to the difference between: (i) the number of shares of Warrant for cashCommon Stock in respect of which the Warrant Certificate is exercised; and (ii) a fraction, the Warrant Holder may elect to receive that number numerator of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= which shall be the number of shares of Common Stock to be issued to in respect of which the Warrant Holder Y= Certificate is exercised multiplied by the number Warrant Price and the denominator of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, which shall be the portion of this Warrant being exercised (at the date of such calculation) A= Fair Current Market Value B= Exercise Price (as adjusted to defined in Section 8 hereof) of the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveCommon Stock.

Exercise of Warrants. a. The registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby, in whole at any time or in part from time to time at or prior to the close of business, on the Expiration Date relating to such Warrant, subject to the provisions of Section 9, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders as follows: A. Exercise of this Warrant Warrants shall be made accomplished upon delivery surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its stock transfer office in New York, New York, together with payment to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise PricePrice (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made at the option of the Warrant Holder either (a) in cash, by wire transfer of good funds, or by certified or official bank check cashier's check, payable in lawful money of the United States of America to the order of the Company Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. B. Upon receipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Exercise Price of the Warrants being exercised (and of an amount equal to Exercise Price per share in effect at any applicable taxes or government charges as aforesaid), the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company Agent shall promptly (but in no event later than three (3) business days after request from the “Date of Exercise,” as defined herein) issue or cause Transfer Agent with respect to the securities to be issued and cause deliver to be delivered to or upon the order of the registered holder of such Warrant Holder Certificate, in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant Shares number of full shares of the securities to be purchased, together with cash made available by the Company pursuant to Section 8 hereof in respect of any fraction of a share of such securities otherwise issuable upon such exercise. If the Warrant is then exercisable to purchase property other than securities, with the Warrant Agent shall take appropriate steps to cause such restrictive legend as property to be delivered to or upon the order of the registered holder of such Warrant Certificate. In addition, if it is required by the 1933 Act, as applicable. Any person so designated law and upon instruction by the Company, the Warrant Holder Agent will deliver to receive each Warrantholder a prospectus which complies with the provisions of Section 9 of the Securities Act of 1933 and the Company agrees to supply Warrant Shares Agent with sufficient number of prospectuses to effectuate that purpose. C. In case the registered holder of any Warrant Certificate shall exercise fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent shall promptly countersign and deliver to the registered holder of such Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised. D. Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the Exercise Price (and of any applicable taxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of record such shares as of, and the certificate for such shares shall be dated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the Expiration Date relating to such Warrant) and the Warrant Agent shall be under no duty to deliver the certificate for such shares until such date. The Company covenants and agrees that it shall not cause its stock transfer books to be closed for a period of more than 20 consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law. Section 8. Fractional Interests The Company shall not be required to issue any Warrant Certificate evidencing a fraction of a Warrant or to issue fractions of shares of securities on the exercise of the Warrants. If any fraction (calculated to the nearest one-hundredth) of a Warrant or a share of securities would, except for the provisions of this Section, be issuable on the exercise of any Warrant, the Company shall, at its option, either issue the required fractional Warrant or share or purchase such fraction for an amount in cash equal to the current value of such Warrant Shares as fraction computed on the basis of the Date closing market price (as quoted on the Company's principal stock exchange) on the trading day immediately preceding the day upon which such Warrant Certificate was surrendered for exercise in accordance with Section 7 hereof. If the Company's common stock is not quoted on a stock exchange or in the National Association of Exercise Securities Dealers Automated Quotation System, then the value shall be the highest bid price quoted for such day as reported by the National Quotation Bureau pink sheets. If there is no active public market, the value shall be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company. By accepting a Warrant Certificate, the holder thereof expressly waives any right to receive a Warrant Certificate evidencing any fraction of a Warrant or to receive any fractional share of securities upon exercise of a Warrant, except as expressly provided in this WarrantSection 8. All Warrant Shares delivered to Section 9. Reservation of Equity Securities The Company covenants that it will at all times reserve and keep available, free from any pre-emptive rights, out of its authorized and unissued equity securities, solely for the Warrant Holder purpose of issue upon exercise of the Warrants, such number of shares of equity securities of the Company covenants, as shall then be issuable upon due the exercise of this Warrantall outstanding Warrants ("Equity Securities"). The Company covenants that all Equity Securities which shall be so issuable shall, upon such issue, be duly authorized, validly issued, fully paid and non-assessable. b. If . The Company covenants that if any equity securities, required to be reserved for the closing price per share purpose of issue upon exercise of the Common Stock (as quoted by the Nasdaq Capital Market Warrants hereunder, require registration with or other principal trading market, if applicable) reported on the day immediately preceding the Date approval of Exercise (the “Fair Market Value”) any governmental authority under any federal or state law before such shares may be issued upon exercise of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashWarrants, the Warrant Holder may elect Company will use all commercially reasonable efforts to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock cause such securities to be issued duly registered, or approved, as the case may be, and, to the Warrant Holder Y= extent practicable, take all such action in anticipation of and prior to the number exercise of shares the Warrants, including, without limitation, filing any and all post-effective amendments to the Company's Registration Statement on Form S-3 (Registration No. 333-75520) necessary to permit a public offering of Warrant Shares purchasable under this Warrant or, if only a portion the securities underlying the Warrants at any and all times during the term of this Warrant is being exercisedAgreement, the portion of this Warrant being exercised (at the date of provided, however, that in no event shall such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall securities be deemed to have been acquired by the Warrant Holderissued, and the holding period for Company is authorized to refuse to honor the Warrant Shares shall be deemed to have commencedexercise of any Warrant, on if such exercise would result in the date this Warrant was originally issued. This cashless exercise provision shall not be available to opinion of the Warrant Holder if there is an effective registration statement on file with Company's Board of Directors, upon advice of counsel, in the SEC covering the shares underlying the Warrants and such registration statement stays effectiveviolation of any law.

Exercise of Warrants. a. Exercise A Warrant may be exercised upon surrender of this Warrant the certificate or certificates evidencing the Warrants to be exercised, together with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be made upon delivery guaranteed by a bank or trust company or a broker or dealer which is a member of the National Association of Securities Dealers, Inc., to the Company pursuant to Section 10at its principal office (or if appointed, the principal office of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”warrant agent) and (iii) upon payment of the Exercise Price. Payment Warrant Price (as defined in and determined in accordance with the provisions of Section 4 and Section 10) to the Company (or if appointed, to the warrant agent for the account of the Exercise Price may be made at the option of the Warrant Holder either (a) in cashCompany), wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by for the number of Warrant Shares specified in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price (defined in Section 4 herein) shall be made in cash or by certified or bank cashier's check or by delivery of Debentures in such amount (including principal and accrued interest). In the event that the principal amount of Debentures delivered as payment of the Warrant Price exceeds the Warrant Price, the Company shall issue and deliver to the Holder a new Debenture in the Election Noticeamount not applied toward the Warrant Price. (a) Subject to Section 5, upon the surrender of the Warrant and payment of the Warrant Price as aforesaid, the Company (or (bif appointed, the warrant agent) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to or upon the Warrant written order of the Holder and in such name or names as the Warrant Holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrant, together with cash, as provided in Section 12, in respect of any fractional Warrant Shares otherwise issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicablesurrender. Any Such certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Date date of Exercise the surrender of this Warrant. All Warrant Shares delivered to such Warrants and payment of the Warrant Holder Price, as aforesaid. The rights of purchase represented by the Company covenantsWarrant shall be exercisable, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If at the closing price per share election of the Common Stock (as quoted by the Nasdaq Capital Market Holder thereof, either in full or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below)from time to time in part and, in lieu of exercising this Warrant for cash, the event that a certificate evidencing the Warrant Holder may elect to receive that number is exercised in respect of Warrant Shares computed using less than all of the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (on such exercise at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted any time prior to the date of such calculation) For purposes expiration of Rule 144 promulgated under the 1933 ActWarrant, it is intended, understood and acknowledged that a new certificate evidencing the unexercised portion of the Warrant Shares issued in a cashless exercise transaction in the manner described above shall will be deemed to have been acquired by the Warrant Holderissued, and the holding period for warrant agent (if so appointed) is hereby irrevocably authorized to countersign and to deliver the required new Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available certificate or certificates pursuant to the provisions of this Section 3 and Section 2.2, and the Company, whenever required by the warrant agent (if appointed), will supply the warrant agent with Warrant Holder if there is an effective registration statement certificates duly executed on file with behalf of the SEC covering the shares underlying the Warrants and Company for such registration statement stays effectivepurpose.

Exercise of Warrants. a. (a) Warrants may be exercised commencing at any time on or after the Initial Warrant Exercise of this Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 10 and 12 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof with such Registered Holder's signature guaranteed, together with payment in by certified or cashier's check made payable to the order of the Warrant Agent for the account of the Company, of an amount in lawful money, of the United States of America equal to the applicable Purchase Price, has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon delivery such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. Upon the exercise of Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise. As soon as practicable on or after the Exercise Date, and in any event within five business days after such date, the Warrant Agent, subject to subsection (b) below, shall promptly deposit the payment into an interest bearing escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis, with accrued interest, to the Company pursuant once they have been determined by the Warrant Agent to Section 10be collected funds. Once the funds are determined to be collected, the Warrant Agent, on behalf of the Company, shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. (b) At any time upon the exercise of Warrants after the Initial Warrant Exercise Date, if (i) this Warrant; the Market Price (as hereinafter defined) of the Company's Common Stock is equal to or greater than the Purchase Price, (ii) the exercise of the Warrant is solicited by an Underwriter at such time as such Underwriter is a duly completed and executed election noticemember of the National Association of Securities Dealers, in the form attached hereto Inc. (the “Election Notice”) and "NASD"), (iii) payment the Warrant is not held in a discretionary account, (iv) disclosure of the Exercise Price. Payment compensation arrangement is made in documents provided to the holders of the Exercise Price may be made at Warrants, and (v) the option solicitation of the Warrant Holder either is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, then the soliciting Underwriter shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of five percent (a5%) of the aggregate price of the Warrants so exercised (the "Exercise Fee"). Within five (5) days after the end of each month, commencing in cash2005, wire transfer the Warrant Agent will notify the Representative of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Warrant Agent will provide the Representative with the following information in connection with the exercise of each Warrant: the Exercise Date, the Name of the Registered Holder, the number of Warrants exercised, the number of shares of Common Stock issued upon exercise of the Warrant, the Name of the soliciting broker/dealer or underwriter, and such other information as the Representative shall reasonably request that is available from the records of the Warrant Agent. The Company hereby authorizes and instructs the Warrant Agent to deliver to the soliciting Underwriters, if known to the Warrant Agent, or to the Representative if not so known, the Exercise Fee promptly after receipt by certified or official bank the Warrant Agent from the Company of a check payable to the order of the appropriate Underwriter in the amount of the Exercise Fee. In the event that an Exercise Fee is paid to an Underwriter with respect to a Warrant which was not properly completed for exercise or in respect of which such Underwriter is not entitled to an Exercise Fee, such Underwriter will return such Exercise Fee to the Warrant Agent which shall forthwith return such fee to the Company. The Representative and the Company equal may at any time after , 2005, and during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to Exercise Price per the Warrant Agent upon exercise of warrants. Notwithstanding any provision to the contrary, the provisions of this Section 6(b) may not be modified, amended or deleted without the prior consent of the Representative. (c) The Company shall not be required to issue fractions of Warrants upon the reissue of Warrants, any adjustments as described in Section 11 or otherwise; but the Company in lieu of issuing any such fractional interest, shall round up or down to the nearest full Warrant. If the total Warrants surrendered by exercise would result in the issuance of a fractional share, the Company shall not be required to issue a fractional share but rather the aggregate number of shares issuable will be rounded up or down to the nearest full share. (d) Anything in effect this Section 6 notwithstanding, no Warrant will be exercisable unless at the time of exercise multiplied by the number Company has filed with the Securities and Exchange Commission a registration statement under the Securities Act of Warrant Shares specified in 1933, as amended (the Election Notice, or (b"Act") through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after covering the “Date shares of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares Common Stock issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record exercise of such Warrant Shares as and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the Date state of Exercise residence of this the holder of such Warrant. . (e) All Warrant Shares delivered Certificates surrendered upon exercise of the Warrants shall be cancelled. (f) Expenses incurred by Computershare Trust Company, Inc., acting in the capacity as Warrant Agent will be paid by the Company as set out in Exhibit B. These expenses, including delivery of exercised share certificate to the Warrant Holder shareholder, will be deducted from the Company covenants, shall upon due exercise fee submitted prior to the distribution of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If funds to the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect Company. A detailed accounting statement relating to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares exercised, names and registered Warrant Holder(s) and the net amount of Common Stock to exercised funds remitted will be issued given to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file Company with the SEC covering the shares underlying the Warrants and such registration statement stays effectivepayment of each exercise amount.

Exercise of Warrants. a. The registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby, in whole or in part from time to time at or prior to the close of business on the Expiration Date, subject to the provisions of Section 9, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders as follows: A. Exercise of this Warrant Warrants shall be made accomplished upon delivery surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its Stock Transfer Office, together with payment to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise PricePrice (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made at the option of the Warrant Holder either (a) in cash, by wire transfer of same day funds to an account in a bank designated by the Company for such purpose, or by certified or official bank check cashier's check, payable in lawful money of the United States of America to the order of the Company, or by any combination of such methods. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. At the request of the Company or otherwise in accordance with the instructions of the Company, the Warrant Agent shall remit any funds held by it as a result of the exercise of the Warrants to the Company. B. Upon receipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Exercise Price of the Warrants being exercised (and an amount equal to Exercise Price per share in effect at the time of exercise multiplied any applicable transfer tax and, if requested by the number Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise), the Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company Agent shall promptly (but in no event later than three (3) business days after request from the “Date of Exercise,” as defined herein) issue or cause Company's transfer agent with respect to the securities to be issued and cause shall promptly, and in any event within five (5) business days thereof, deliver to be delivered to or upon the order of the registered holder of such Warrant Holder Certificate, in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant Shares number of full shares of the securities to be purchased, together with cash made available by the Company pursuant to Section 8 hereof in respect of any fraction of a share of such securities otherwise issuable upon such exercise. If the Warrant is then exercisable to purchase property other than securities, with the Warrant Agent shall take appropriate steps to cause such restrictive legend property to be delivered as soon as practicable to or upon the order of the registered holder of such Warrant Certificate. In addition, if it is required by law and upon instruction by the 1933 ActCompany, the Warrant Agent will deliver to each Warrantholder a prospectus which complies with the provisions of Section 10 of the Securities Act of 1933, as applicable. Any person so designated by amended, and the Company agrees to supply the Warrant Holder Agent with a sufficient number of prospectuses to receive effectuate that purpose. C. In case the registered holder of any Warrant Shares Certificate shall exercise fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent shall promptly countersign and deliver to the registered holder of such Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised. D. Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the Exercise Price (and of any applicable taxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person or entity shall be deemed to have become the record holder of record of such Warrant Shares shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holderof, and the holding period certificate for such shares shall be dated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the Expiration Date) and the Warrant Shares Agent shall be deemed under no duty to have commenced, on deliver the date this Warrant was originally issuedcertificate for such shares until such date. This cashless exercise provision The Company covenants and agrees that it shall not cause its stock transfer books to be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveclosed for a period of more than twenty (20) consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise required by law.

Exercise of Warrants. a. Exercise of this A Warrant shall may be made exercised upon delivery surrender to the Company pursuant to Section 10in care of the Secretary of the Company, of (i) this Warrant; (ii) a the Warrant to be exercised, together with the duly completed and executed election noticesigned form of Election to Purchase attached hereto, in and upon payment to the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option Company of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by for the number of Warrant Shares specified in respect of which such Warrant is then exercised. Payment of the Election Noticeaggregate Warrant Price shall be made by wire transfer of immediately available funds in accordance with written wire transfer instructions to be provided by the Company. Subject to Section 8, or (b) through a cashless exercise provided in Section 5(b) below. The upon such surrender of the Warrant and payment of the Warrant Price as aforesaid, the Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant written order of the Holder and in such name or names as the Warrant Holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 8, in respect of any fractional Warrant Share otherwise issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicablesurrender. Any Such certificates or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Date date of Exercise the surrender of this Warrant. All Warrant Shares delivered to such Warrants and payment of the Warrant Holder the Company covenantsPrice; provided, shall upon due exercise of this Warranthowever, be duly authorizedthat if, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu surrender of exercising this such Warrant for cashand payment of such Warrant Price, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of such Warrant shall be deemed to have commencedclosed, on the certificates for the Warrant Shares in respect of which such Warrant is then exercised shall be issuable as of the date this on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant was originally issued. This cashless exercise provision Shares; provided, further that the transfer books, unless otherwise required by law, shall not be available closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrant shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part. If a Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant Holder if there is an effective registration statement on file with evidencing the SEC covering remaining Warrant Shares will be issued, and the shares underlying Company shall deliver the Warrants and such registration statement stays effectivenew Warrant pursuant to the provisions of this Section.

Exercise of Warrants. a. Exercise A Warrant may be exercised upon surrender to the Warrant Agent, at its principal office, of this Warrant the certificate or certificates evidencing the Warrants to be exercised, together with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be made guaranteed by an Eligible Institution, and upon delivery payment to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in Warrant Agent for the form attached hereto (the “Election Notice”) and (iii) payment account of the Exercise Price. Payment of the Exercise Price may be made at the option Company of the Warrant Holder either Price (a) as defined in cashand determined in accordance with the provisions of Sections 9 and 10 hereof), wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by for the number of Warrant Shares specified in respect of which such Warrants are then exercised. Payment of the Election Noticeaggregate Warrant Price shall be made in cash or by certified or bank cashier's check drawn on a banking institution chartered by the government of the United States or any state thereof. Subject to Section 6 hereof, or (b) through a cashless exercise provided in Section 5(b) below. The Company upon such surrender of Warrants and payment of the Warrant Price as aforesaid, the Warrant Agent shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause delivered with all reasonable dispatch to be delivered to or upon the Warrant written order of the Holder and in such name or names as the Warrant Holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicablesurrender. Any Such certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Date date of Exercise the surrender of this Warrant. All Warrant Shares delivered to such Warrants and payment of the Warrant Holder Price, as aforesaid. The right of purchase represented by the Company covenantsWarrants shall be exercisable, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If at the closing price per share election of the Common Stock (as quoted by the Nasdaq Capital Market Holders thereof, either in full or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below)from time to time in part and, in lieu the event that a certificate evidencing Warrants is exercised in respect of exercising this Warrant for cash, less than all of the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (on such exercise at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted any time prior to the date of such calculation) For purposes expiration of Rule 144 promulgated under the 1933 ActWarrants, it is intendeda new certificate evidencing the remaining Warrant or Warrants will be issued, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in Agent is hereby irrevocably authorized to countersign and to deliver the manner described above shall be deemed required new Warrant certificate or certificates pursuant to have been acquired the provisions of this Section and of Section 3 hereof, and the Company, whenever required by the Warrant HolderAgent, and the holding period for will supply the Warrant Shares shall be deemed to have commenced, Agent with Warrant certificates duly executed on behalf of the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and Company for such registration statement stays effectivepurpose.

Exercise of Warrants. a. [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificates evidencing such Warrants and by paying in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] the Warrant Price for each Warrant exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise of this Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be made upon delivery payable))] to the Warrant Agent at its corporate trust office at [address] [or at ], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option]. The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, 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 advice to the Company pursuant in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to Section 10be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Trustee] in writing of (i) this Warrant; the number of Warrants exercised, (ii) a duly completed and executed election noticethe instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to be issued upon such exercise, in the form attached hereto (the “Election Notice”) and (iii) payment delivery of any Warrant Certificates evidencing the balance, if any, of the Exercise PriceWarrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Payment As soon as practicable after the exercise of any Warrant, but subject to receipt by the Exercise Price may be made at the option Warrant Agent of the Warrant Holder either (a) Certificate evidencing such Warrant as provided in cashthis Section, wire transfer the Company shall issue [, pursuant to the Indenture, in authorized denominations to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time Holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Certificate evidencing each Warrant,] the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Holder may designate in the Election NoticeAgent shall manually countersign and deliver, a certificate for the new Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issuedWarrants remaining unexercised. This cashless exercise provision The Company shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Company’s satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. Exercise (a) Subject to the terms of this Warrant Agreement, following the Commencement Date, the Warrants shall be made upon delivery exercisable, in the manner described under Section 3(b) below, with respect to all or part of the Warrant Shares, and it shall remain exercisable at any time and from time to time prior to the Termination Date as described herein. Each Warrant not exercised on or before the Termination Date shall become void, and all rights thereunder and in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time on the Termination Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Termination Date. (b) The Warrants may be exercised by the Holder delivering to the Company pursuant to Section 10, of (i) a written notice of exercise signed by the Holder in substantially the form attached hereto as Exhibit A (a “Notice of Exercise”) and which shall specify the number of Warrant Shares as to which the Warrants are being exercised and be accompanied by this Warrant; original Warrant Agreement, and (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, check or wire transfer or by certified or official bank check payable to the order Company in the amount of the Company equal to total Exercise Price per share in effect at for the Warrant Shares to be purchased pursuant to the Notice of Exercise. To be an effective exercise, the Holder’s Notice of Exercise and payment must be actually received by the Company prior to the time the Warrants terminate or are exchanged for Exchange Warrants, in each case as described herein. Within 10 business days after the exercise of exercise multiplied a Warrant as provided in this Section 3(b), the Company shall deliver to the Holder a certificate or certificates for the total Warrant Shares being purchased, in such names and denominations as are requested by the Holder. In the event the Warrants are not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares specified in subject to such partial exercise, and the Election NoticeCompany, or (b) through a cashless exercise provided in Section 5(b) below. The Company at its expense, shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) forthwith issue or cause to be issued and cause to be delivered deliver to the Holder a new original copy of this Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required Agreement signed by the 1933 Act, as applicable. Any person so designated by Company reflecting the Warrant Holder to receive Warrant Shares shall be deemed to have become holder adjusted number of record of such Warrants and/or Warrant Shares as to which the Warrants remain exercisable. (c) Notwithstanding anything to the contrary contained in this Warrant Agreement, the Company shall not effect the exercise of the Date of Exercise of this Warrant. All Warrant Shares delivered Warrants pursuant to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid terms and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion conditions of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of Agreement and any such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holdernull and void and treated as if never made, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision Holder shall not be available have the right to exercise the Warrants, to the Warrant Holder if there is an effective registration statement on file extent that giving effect to such exercise would be inconsistent with the SEC covering the shares underlying the Warrants Company’s memorandum and such registration statement stays effectivearticles of association.

Exercise of Warrants. a. Exercise of The Holder's right to exercise this Warrant shall be made upon delivery to vest in equal increments at the Company pursuant to Section 10first, second and third anniversaries of (i) the date of issuance of this Warrant; (ii) provided, however, that the Holder's right to exercise the Warrant shall fully vest immediately prior to a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment public offering of the Exercise PriceCompany's common stock. Payment of This Warrant is exercisable in whole or in part at the Exercise Price may be made at the option per share of the Warrant Holder either (a) Common Stock payable hereunder, payable in cash, wire transfer cash or by certified or official bank check payable 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 reason, including (without limitation) by reason of death, disability, incapacity or termination of employment. Upon surrender of this Warrant Certificate with the annexed Notice of Exercise Form duly executed (which Notice of Exercise Form may be submitted either by delivery to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied or by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise facsimile transmission as provided in Section 5(b) below8 hereof), together with payment of the 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. The Company For the purposes of this Section 2, "Market Value" shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered an amount equal to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, average closing bid price of a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Actshare of Common Stock, as applicable. Any person so designated reported by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenantsBloomberg, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading marketLP or, if applicable) not so reported, as reported on the day immediately over-the-counter market for the five (5) trading days preceding the Date Company's receipt of the Notice of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below)Form duly executed, in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= multiplied by the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion upon surrender of this Warrant is being exercisedCertificate. UPON EXERCISE OF THE WARRANT AND ISSUANCE OF THE UNDERLYING SHARES OF COMMON STOCK, the portion of this Warrant being exercised THE HOLDER AND/OR ANY AFFILIATE (at the date of such calculationAS DEFINED BY THE SECURITIES AND EXCHANGE ACT OF 1934) A= Fair Market Value B= Exercise Price TO WHOM SOME OR ALL OF THE WARRANT SHALL HAVE BEEN TRANSFERRED OR ASSIGNED SHALL GRANT TO ZACKXXX XXXXX, XX ANY CAPACITY, CURRENTLY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, AN IRREVOCABLE PROXY TO VOTE THE SHARES OF COMMON STOCK UNDERLYING THE WARRANT, WHICH PROXY SHALL EXPIRE FIVE (as adjusted to the date of such calculation5) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveYEARS FROM THE DATE OF GRANT.

Exercise of Warrants. a. The registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby, in whole at any time or in part from time to time on or after _____, 2005 and on or before the close of business on the applicable Expiration Date relating to such Warrant, subject to the provisions of Section 8, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders or redeemed by the Company as follows: (a) Exercise of this Warrant Warrants shall be made accomplished upon delivery surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its stock transfer office in New York, New York, together with payment to the Warrant Agent on behalf of the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise PricePrice (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made at the option of the Warrant Holder either (a) in cash, by wire transfer of good funds, or by certified or official bank check cashier’s check, payable in lawful money of the United States of America to the order of the Company equal to Exercise Price per share in effect at the time Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or a Warrant. (b) through Upon receipt of a cashless exercise provided Warrant Certificate, with the Form of Election to Purchase duly and properly filled in Section 5(b) below. The Company and executed, accompanied by payment of the Exercise Price of the Warrants being exercised (and of an amount equal to any applicable taxes or government charges as aforesaid), the Warrant Agent shall promptly (but in no event later than three (3) business days after request from the “Date of Exercise,” as defined herein) issue or cause Transfer Agent with respect to the securities to be issued and cause to be delivered to or upon the order of the registered holder of such Warrant Holder Certificate, in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant Shares number of full shares of the securities to be purchased, together with cash, if any, made available by the Company pursuant to Section 8 hereof in respect of any fraction of a share of such securities otherwise issuable upon such exercise, with and the Company shall cause the Transfer Agent to prepare and deliver such restrictive legend as certificate or certificates within two business days; provided that if a Warrant is being exercised for Preferred Shares then such period shall be 30 days6. If the Warrant is then exercisable to purchase property other than securities, the Company shall take appropriate steps to cause such property to be delivered to or upon the order of the registered holder of such Warrant Certificate. In addition, if it is required by the 1933 Act, as applicable. Any person so designated law and upon written instruction by the Company, the Warrant Holder Agent will deliver to receive each Warrantholder a prospectus which complies with the provisions of Section 9 of the Securities Act of 1933 and/or the Bermuda Companies Act 1981 and the Company agrees to supply the Warrant Shares Agent with sufficient number of prospectuses to effectuate that purpose. (c) In case the registered holder of any Warrant Certificate shall exercise fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent shall promptly countersign and deliver to the registered holder of such Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised. (d) Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall first be registered as the holder of such securities in the branch register of members of the Company on, and thereupon shall, for all purposes, be deemed to have become the holder of the securities represented thereby as of, and such registration shall be made and such certificate shall be dated, the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the Exercise Price (and of any applicable taxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date on which said branch register of the Company is closed, such person shall be deemed to have become the record holder of record of such Warrant Shares shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holderof, and the holding period registration in the said branch register and the certificate for such shares shall be dated, the next succeeding business day on which the said branch register is open (whether before, on or after the Expiration Date relating to such Warrant) and the Warrant Shares Agent shall be deemed under no duty to have commenced, on deliver the date this Warrant was originally issuedcertificates for such shares until such date. This cashless exercise provision The Company covenants and agrees that it shall not cause its branch register of members to be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveclosed for a period of more than 20 consecutive business days except upon consolidation, amalgation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law.

Exercise of Warrants. a. (a) During the period specified in Section 2.2, any whole number of Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrants at the place or at the places set forth in the Warrant Certificate, with the purchase form set forth in the Warrant Certificate duly executed, accompanied by payment in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by surrender of the [specified aggregate amount of [identified securities]] [by bank wire transfer in immediately available funds], of the Exercise Price for each Warrant exercised. The date on which payment in full of the Exercise Price for a Warrant and the duly executed and completed Warrant Certificate are received by the Warrant Agent shall be deemed to be the date on which such Warrant is exercised. The Warrant Agent shall deposit all funds received by it as payment for the exercise of Warrants to the account of the Corporation maintained with it for such purpose and shall advise the Corporation by telephone at the end of each day on which such a payment is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Corporation in writing. (b) The Warrant Agent shall from time to time, as promptly as practicable after the exercise of any Warrants in accordance with the terms and conditions of this Agreement and the Warrant shall be made upon delivery to Certificates, advise the Company pursuant to Section 10, Corporation and the Trustee of (i) this Warrant; the number of Warrants so exercised, (ii) a duly completed the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such Holder is entitled upon such exercise, and executed election noticeinstructions of such Holder as to delivery of Warrant Certificates evidencing the balance, in if any, of the form attached hereto (the “Election Notice”) Warrants remaining after such exercise, and (iii) payment such other information as the Corporation or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrants, the Exercise Price. Payment of Corporation shall issue, pursuant to the Exercise Price may be made at the option of the Warrant Holder either (a) Indenture, in cashauthorized denominations, wire transfer to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time Holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Certificate evidencing such Warrants, the Warrant Debt Security or Warrant Debt Securities to which such Holder is entitled in fully registered form, registered in such name or names as may be directed by such Holder; and, if fewer than all of the Warrants evidenced by such Warrant Certificate were exercised, the Corporation shall execute and an authorized officer of the Warrant Holder may designate in the Election Notice, Agent shall manually authenticate and deliver a certificate for the new Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised Warrants remaining unexercised. (at the date of such calculationd) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision The Corporation shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities; and in the event that any such transfer is involved, the Corporation shall not be required to issue or deliver any Warrant Debt Securities until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Corporation’s satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. Unless the Warrants have been redeemed as provided in this Section 7, the registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby, in whole at any time or in part from time to time at or prior to the close of business, on the Expiration Date, subject to the provisions of Section 9, at which time the Warrant Certificates will be and become wholly void and of no value. Warrants may be exercised by their holders or redeemed by the Company as follows: A. Exercise of this Warrants will be accomplished on surrender of the Warrant shall be made upon delivery Certificate evidencing the Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its stock transfer office in Salt Lake City, Utah, together with payment to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Relevant Exercise PricePrice (as of the date of the surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of the exercise. Payment of the Relevant Exercise Price and other amounts may be made at the option of the Warrant Holder either (a) in cash, by wire transfer of good funds, or by certified or official bank check cashier's check, payable in lawful money of the United States of America to the order of the Company Company. No adjustment will be made for any cash dividends, whether paid or declared, on any securities issuable on exercise of a Warrant. B. On receipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Relevant Exercise Price of the Warrants being exercised (and of an amount equal to Exercise Price per share in effect at any applicable taxes or government charges), the time of exercise multiplied by Warrant Agent will promptly request from the number of Warrant Shares specified in Transfer Agent the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause securities to be issued and cause deliver to be delivered to or on the order of the registered holder of the Warrant Holder Certificate, in such the name or names as the Warrant Holder registered holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full shares of the securities to be purchased, together with cash made available by the Company under Section 8 in respect of any fraction of a share of the securities otherwise issuable on the exercise. If the Warrant Shares issuable upon such exerciseis then exercisable to purchase property other than securities, with such restrictive legend as the Warrant Agent will take appropriate steps to cause the property to be delivered to or on the order of the registered holder of the Warrant Certificate. In addition, if it is required by law and on instruction by the Company, the Warrant Agent will deliver to each Warrant Holder a prospectus which complies with the provisions of Section 9 of the Securities Act of 1933 Act, as applicable. Any person so designated and the Company agrees to supply Warrant Agent with enough prospectuses to carry out that purpose. C. In case the registered holder of any Warrant Certificate will exercise fewer than all of the Warrants evidenced by the Warrant Holder Certificate, the Warrant Agent will promptly countersign and deliver to receive the registered holder of the Warrant Shares shall Certificate, or to registered holder's duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised. D. Each person in whose name any certificate for securities is issued on the exercise of Warrants will for all purposes be deemed considered to have become the holder of record of such the securities represented thereby as of, and the certificate will be dated, the date on which the Warrant Shares as Certificate was duly surrendered in proper form and payment of the Date Relevant Exercise Price (and of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market any applicable taxes or other principal trading marketgovernmental charges) was made; provided, however, that if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu the surrender and payment is a date on which the stock transfer books of exercising this Warrant for cashthe Company are closed, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to person will be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed considered to have been acquired by become the Warrant Holderrecord holder of the shares as of, and the holding period certificate for the Warrant Shares shall shares will be deemed to have commenceddated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the date this Warrant was originally issued. This cashless exercise provision shall not be available to Expiration Date) and the Warrant Holder if there is an effective registration statement on file with Agent will be under no duty to deliver the SEC covering certificate for the shares underlying until the Warrants date. The Company covenants and such registration statement stays effectiveagrees that it will not cause its stock transfer books to be closed for a period of more than 20 consecutive business days except on consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law.

Exercise of Warrants. a. Exercise (a) During the period specified in Section 2.2, any whole number of this Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [lawful money of the United States of America] [applicable currency,] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ____________], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent 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 date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall be made upon delivery deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-dollar denominated funds -- or in such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company pursuant in writing. (b) The Warrant Agent shall, from time to Section 10time, as promptly as practicable, advise the Company and the [Trustee under the Indenture relating to the Warrant Securities] of (i) this Warrant; the number of Warrants exercised, (ii) a duly completed and executed election noticethe instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, in the form attached hereto (the “Election Notice”) and (iii) payment delivery of Warrant Certificates evidencing the balance, if any, of the Exercise Price. Payment Warrants remaining after such exercise, and (iv) such other information as the Company or such Trustee shall reasonably require. (c) As promptly as practicable after the exercise of any Warrant, the Exercise Price may be made at Company shall issue, pursuant to the option of the Warrant Holder either (a) Indenture, in cash, wire transfer authorized denominations to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Holder may designate in the Election NoticeAgent shall manually countersign and deliver, a certificate for the new Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised such Warrants remaining unexercised. (at the date of such calculationd) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision The Company shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Company's satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. Exercise (a) Subject to the terms of this the Class A Warrants and the Class B Warrants, any Class A Warrant or any Class B Warrant may be exercised upon any single occasion during the exercise period. The Class A Warrants and the Class B Warrants shall be made upon delivery exercised by the Warrant Holder by surrendering to the Company pursuant to Section 10, Warrant Agent the Warrant Certificate with the exercise form on the reverse of (i) this Warrant; (ii) a such Warrant Certificate duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of delivering to the Warrant Holder either Agent (a) in cash, wire transfer or by certified providing such other notice of exercise made available by the Company), by good check or official bank check draft payable to the order of the Company equal to Warrant Agent, the Exercise Price per share in effect at for each Share to be purchased. Notwithstanding the time foregoing, the Company will extend a three day “protect” period after the Expiration Date so that any Class A Warrant or Class B Warrant for which notice of exercise multiplied is received in the three business days prior to and including the Expiration Date shall be deemed exercised so long as the Exercise Price is received by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in Agent no event later more than three (3) business days after the “Date notice of Exercise,” exercise. (b) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the Exercise Price for the Shares for which Class A Warrants or Class B Warrants are then being exercised, the Warrant Agent shall requisition from any transfer agent for the Shares, and upon receipt shall make delivery of, certificates evidencing the total number of whole Shares for which Class A Warrants or Class B Warrants are then being exercised in such names and denominations as defined herein) issue are required for delivery to, or cause in accordance with the instructions of, the Warrant Holder. Such certificates for the Shares shall be deemed to be issued, and the person whom such Shares are issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares of record shall be deemed to have become a holder of record of such Warrant Shares Shares, as of the Date date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided that if the transfer books of this Warrant. All Warrant Shares delivered the Company with respect to the Warrant Holder the Company covenantsShares, shall be closed, the certificates for the Shares issuable upon due exercise of this Warrant, the Class A Warrants or Class B Warrants shall be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share issued as of the Common Stock (as quoted by date on which such books shall next be open, and the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date person to whom such Shares are issued of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above record shall be deemed to have been acquired become a record holder of such Shares as of the date on which such books shall next be open (whether before, on or after the Expiration Date) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Shares. (c) If less than all a Warrant Holder’s Class A Warrants or Class B Warrants are exercised upon a single occasion, a new Warrant Certificate for the balance of the Class A Warrants or Class B Warrants not so exercised shall be issued and delivered to, or in accordance with, transfer instructions properly given by the Warrant HolderHolder until the Expiration Date. (d) All Warrant Certificates surrendered upon exercise shall be cancelled. (e) Upon the exercise of any Class A Warrant or any Class B Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the holding period for Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Shares Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Class A Warrants or Class B Warrants to be deemed to have commencedissued. (f) Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, on the date this Warrant was originally issued. This cashless exercise provision shall not be available including delivery of Share certificates to the stockholder, will be deducted from the Exercise Price submitted by a Warrant Holder if there is an effective registration prior to the distribution of funds to the Company. A detailed accounting statement on file relating to the number of Class A Warrants or Class B Warrants exercised, name of registered Warrant Holder and the net amount of exercised funds remitted will be given to the Company with the SEC covering the shares underlying the Warrants and such registration statement stays effectivepayment of each exercise amount.

Exercise of Warrants. a. Exercise of (a) The registered holder may, at any time on or after the Vesting Date and prior to the Termination Date, exercise this Warrant shall be made upon in whole or in part at an exercise price per share equal to $9.125 (subject to proportionate adjustment in accordance with Section 6) (the “Exercise Price”), by the delivery to of the Company pursuant to Section 10, of (i) this Warrant; (ii) a Warrant Exercise Form annexed hereto duly completed and executed election notice, to the Warrant Agent at the Warrant Agent Office or at such other agency or office of the Corporation in the form attached hereto (United States of America as the “Election Notice”) and (iii) payment Corporation may designate by notice in writing to the registered holder at the address of such registered holder appearing on the books of the Exercise PriceCorporation. Payment Upon any partial exercise of a Warrant, the Warrant Agent shall make an appropriate adjustment to the account of the Exercise Price may be made at registered holder to reflect a number of Warrant Shares for the option account of the Warrant Holder either registered holder equal (awithout giving effect to any adjustment thereof) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified subject to such registered holder’s Warrants prior to such exercise, minus the number of Warrant Shares exercised by the registered holder. In the event of the exercise of the rights represented by any Warrant, a certificate or certificates for the Warrant Shares so purchased, as and if applicable, registered in the Election Noticename of the registered holder, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in registered holder hereof as soon as practicable after the exercise of such name Warrant. (b) Payment to the Corporation of the Exercise Price for each share of Common Stock being purchased shall be made either (i) by wire transfer or names cashier’s check drawn on a United States bank payable to the Corporation (to an account as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder Agent by notice in writing to receive the registered holders); or (ii) by instructing the Warrant Agent to issue Warrant Shares shall be deemed to have become holder upon exercise of record of such Warrant Shares as of the Date of Exercise all or any part of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenantson a net basis such that, shall upon due exercise without payment of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market any cash consideration or other principal trading marketimmediately available funds, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising registered holder shall surrender this Warrant in exchange for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using equal to the following formula: X=Y quotient obtained by dividing (A-Bx) A Where X= the product of the number of shares of Common Stock to be issued to underlying the Warrant Holder Y= Warrants, multiplied by the number excess of the “Fair Market Value” (as defined below) less the Exercise Price by (y) the Fair Market Value. “Fair Market Value” shall mean the volume-weighted average price of the shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, Common Stock as reported during the portion of this Warrant being exercised ten (at 10) trading day period ending on the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted trading day prior to the date that notice of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it exercise is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired received by the Warrant Holder, and Agent from the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the registered holder of such Warrants and such registration statement stays effectiveor its securities broker or intermediary.

Exercise of Warrants. a. (a) A Warrant, when countersigned by the Warrant Agent, may be exercised in whole or in part on or after the Exercise Period Commencement Date and up until the Expiration Date (the "Exercise Period"). The registered holder may exercise the Warrant by surrendering it, at the corporate office of this the Warrant shall be made upon delivery to Agent, or at the Company pursuant to Section 10, office of (i) this Warrant; (ii) a duly completed and executed election noticeits successor as Warrant Agent, in the State of California, with the subscription form attached hereto (set forth in the “Election Notice”) Warrant duly executed, and (iii) payment by paying the Warrant Price in lawful money of the Exercise Price. Payment of the Exercise Price may be made at the option of United States, so that the Warrant Holder either Price for each full Share as to which the Warrant is exercised and any applicable taxes are paid in full. (ab) in cash, wire transfer or by certified or official bank check payable to As soon as practicable after the exercise of any Warrant and upon the order of the Company equal to Exercise Price per share in effect at the time registered holder of exercise multiplied by such Warrant, shall issue a certificate or certificates for the number of Warrant Shares specified in full shares to which the Election Noticeholder is entitled, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder registered in such name or names as may be directed by him or failing such order shall be issued in uncertificated form. If such Warrant shall not have been exercised in full (except with respect to a remaining fraction of a Share), a new countersigned Warrant shall be issued for the number of Shares as to which such Warrant shall not have been exercised. In the event of the exercise of any Warrant in a manner which leaves the right to purchase a fraction of a Share unexercised, the Trust shall pay in lieu of such fractional interest, an amount in cash equal to the current market value of such fractional share, to the nearest one-hundredth of a share computed on the basis of (i) the last reported sale price of Shares for which the Warrant Holder may designate is exercised on the date of that exercise on the principal national securities exchange or system on which those Shares are listed or admitted to trading, (ii) if the Shares are not so listed or admitted to trading, the average of the high bid and low asked price on the over-the-counter market on that date and, (iii) if the foregoing is inapplicable, the value of the Shares as determined in good faith by the Directors of the Trust (hereinafter referred to as "Trustees"). (c) All Shares issued upon the exercise of a Warrant shall be validly issued, fully paid and nonassessable, and the Trust shall pay all taxes in respect of the issue thereof. The Trust shall not be required, however, to pay any tax imposed in connection with any transfer involved in the Election Notice, issue of a certificate for Shares in any name other than that of the registered holder of the Warrant surrendered in connection with the purchase thereof; and in such case the Trust shall not be required to issue or deliver any Share certificate until such tax is paid. (d) Each person in whose name any such certificate for Shares issuable upon is issued shall for all purposes be deemed to have become the holder of record of such exercise, with such restrictive legend as required by Shares on the 1933 Act, as applicable. Any person so designated by date on which the Warrant Holder was delivered to receive the Warrant Shares Agent and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate; except that, if the date of such surrender and payment is a date when the stock transfer books of the Trust are closed, such person shall be deemed to have become the holder of record such Shares at the close of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported business on the day immediately preceding next succeeding date on which the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivestock transfer books are open.

Exercise of Warrants. a. This Warrant may be exercised in whole or 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 this Warrant shall be made upon delivery to the Company pursuant to Section 10located at 000 Xxxxxxx Xxxxxxxxx, of (i) this Warrant; (ii) a duly completed and executed election noticeXxxx Xxxx Xxxxx, in the form attached hereto (the “Election Notice”) and (iii) XX 00000, accompanied by full payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in of the Election NoticeCompany being purchased (the "Purchase Price"), or (b) through a cashless exercise provided in Section 5(b) below. The whereupon the Company shall promptly (but in no event later than three (3) business days after cause the “Date appropriate number of Exercise,” as defined herein) issue or cause Shares to be issued and cause 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 Warrant 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 on such date, the Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become the record holder of record of such Warrant Shares on the next succeeding date as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder which the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock ceased to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveso prohibited.

Exercise of Warrants. a. Exercise Subject to the provisions of this Warrant Agreement, each registered holder of Warrants shall have the right which may be made exercised through ____________, 2005 commencing from the Effective Date and ending at the close of business on __________, 2005 to purchase from the Company (and the Company shall issue and sell to such registered holder of Warrants) the number of fully paid and non-assessable Common Shares specified in such Warrants, upon delivery surrender to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option office of the Warrant Holder either (a) Agent of such Warrants, with the form of election to purchase duly filled in cashand signed, wire transfer or by certified or official bank check payable and upon payment to the order of the Company equal to Exercise Price per share of the Warrant Price, determined in effect at the time of exercise multiplied by accordance with Sections 10 and 11 herein, for the number of shares 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 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 specified in issuable upon exercise of a Warrant. Subject to Section 7, upon such surrender of Warrants, and payment of the Election NoticeWarrant Price as aforesaid, or (b) through a cashless exercise provided in Section 5(b) below. The the Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant 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 share of Common Stock or make any cash or other adjustment except as provided in Section 12 herein, in respect of any fraction of a Common Share otherwise issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicablesurrender. Any Such certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares shares as of the Date date of Exercise the surrender of this Warrant. All Warrant Shares delivered to such Warrants and payment of the Warrant Holder the Company covenantsPrice as aforesaid provided, shall upon due exercise of this Warranthowever, be duly authorizedthat if, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation surrender of such Warrants and payment of such Warrant Price, the transfer books for the Common Shares 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 set forth below)of the date on which such books shall be oened 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. 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 lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive event that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this any Warrant is being exercised, exercised in respect of less than all of the portion of this Warrant being exercised (shares specified therein at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted any time prior to the date of expiration of the Warrant, a new Warrant or Warrants will be issued to such calculation) For purposes registered holder for the remaining number of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that shares specified in the Warrant Shares issued in a cashless 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 during the Warrant exercise transaction in period, and the manner described above shall be deemed to have been acquired Company, whenever requested by the Warrant HolderAgent, and the holding period for will supply the Warrant Shares shall be deemed to have commenced, Agent with Warrants duly executed on behalf of the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and Company for such registration statement stays effectivepurpose.

Exercise of Warrants. a. Exercise (a) Subject to the provisions of Sections 12 and 15 of this Agreement, each Warrant evidenced by a Warrant Certificate may be exercised upon any single occasion on or after the Exercise Date, and on or before the Expiration Date. A Warrant shall be made upon delivery exercised by the Warrant Holder by surrendering to the Company pursuant to Section 10, Warrant Agent the Warrant Certificate evidencing such Warrant with the exercise form on the reverse of (i) this Warrant; (ii) a such Warrant Certificate duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of delivering to the Warrant Holder either (a) in cashAgent, wire transfer by good check or by certified or official bank check draft payable to the order of the Company equal to Company, the Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or for each Share to be purchased. (b) through Upon receipt of a cashless Warrant Certificate with the exercise provided form thereon duly executed together with payment in Section 5(b) belowfull of the Exercise Price for the Shares for which Warrants are then being exercised, the Warrant Agent shall requisition from any transfer agent for the Shares, and upon receipt shall make delivery of, certificates evidencing the total number of whole Shares for which Warrants are then being exercised in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Warrant Holder. The Company Such certificates for the Shares shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause be deemed to be issued, and the person to whom such Shares are issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares of record shall be deemed to have become a holder of record of such Warrant Shares Shares, as of the Date date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur, provided that if the books of this Warrant. All Warrant Shares delivered the Company with respect to the Warrant Holder Shares shall be closed as of such date, the Company covenants, certificates for such Shares shall upon due exercise of this Warrant, be duly authorized, validly deemed to be issued, fully paid and non-assessable. b. If the closing price per share person to whom such Shares are issued of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above record shall be deemed to have become a record holder of such Shares, as of the date on which such books shall next be open (whether before, on or after the Expiration Date) but at the Exercise Price and upon the other conditions in effect upon the date of surrender of the Warrant Certificate and payment of the Exercise Price, whichever shall have last occurred, to the Warrant Agent. (c) If less than all of the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder until the Expiration Date. (d) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled. (e) Upon the exercise or conversion of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been acquired determined by the Warrant HolderAgent to be collected funds. Once the funds are determined to be collected, and the holding period for the Warrant Shares Agent shall cause the share certificate(s) representing the exercised Warrants to be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effective.

Exercise of Warrants. a. Exercise (a) The Warrants may be exercised in whole or in part from time to time in the sole discretion of this Warrant shall be made upon the Holder by delivery to the Company pursuant to Section 10, Corporation at its principal office in Colorado of (i) this Warrant; (ii) a duly completed and executed election notice, written notice of exercise in the form attached as Schedule A hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable prior to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by Expiry Time specifying the number of Warrant Shares specified with respect to which the Warrants are then being exercised and accompanied by payment in full of the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate purchase price for the Warrant Shares issuable upon then being purchased and the original copy of this Warrant Certificate. In the event that the Holder subscribes for and purchases less than the full number of Warrant Shares entitled to be subscribed for and purchased under this Warrant Certificate prior to the Expiry Time, the Corporation shall issue a new certificate to the Holder in the same form as this Warrant Certificate with appropriate changes, such certificate to be delivered by courier to the Holder concurrently with the delivery by courier to the Holder of the certificates representing the Warrant Shares acquired on exercise, with such restrictive legend as required . (b) Upon due exercise of the Warrants by the 1933 ActHolder, as applicable. Any person so designated by the Warrant Holder Shares so subscribed for shall be deemed to receive have been issued as fully paid and non-assessable shares and the person to whom such Warrant Shares are to be issued shall be deemed to have become the holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below)exercise unless the transfer books of the Corporation shall be closed on such date, in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that which case the Warrant Shares issued in a cashless exercise transaction in the manner described above so subscribed for shall be deemed to have been acquired by the Warrant Holder, issued and the holding period for the Warrant Shares such person shall be deemed to have commenced, become the holder of record of such Warrant Shares on the date on which such transfer books were reopened and such Warrant Shares shall be issued at the Exercise Price in effect on the date of exercise. (c) Notwithstanding the partial exercise of the Warrants by the Holder, the Warrants may be exercised at any time (and from time to time) prior to the Expiry Time for all or any part of the Warrant Shares which, prior to such time, have not been issued to the Holder. The Holder will be deemed to have represented and warranted its compliance with the re-sale and transfer restrictions set forth in Section 19(b) below upon the exercise of any Warrants in the United States or to, or for the account or benefit of, any U.S. Person. (d) When the transfer books of the Corporation have been opened for three (3) Business Days after the due exercise or partial exercise of the Warrants, the Corporation shall use its reasonable best efforts to cause a certificate evidencing the number of Warrant Shares so subscribed for to be delivered by courier to the person in whose name such Warrant Shares are to be issued (as specified in the notice of exercise) at the address specified in the notice of exercise, within five (5) Business Days thereafter or shall cause the Warrant Shares to be entered into a direct registration or other electronic book-entry system if no certificates are issued, provided that, if no certificates are issued, such Warrant Shares may be issued with a restricted CUSIP. (e) The Warrants and the Warrant Shares have not been registered under the U.S. Securities Act. The Warrants may not be exercised within the United States or by or on behalf of a U.S. Person unless registered or exempt from the registration requirements thereunder. (f) Subject to the terms hereof, this Warrant was originally issuedCertificate may be transferred, subject to the terms set forth in the Transfer Form attached hereto. This cashless No transfer of this Warrant Certificate shall be effective unless this Warrant Certificate is accompanied by a duly executed Transfer Form or other instrument of transfer in such form as the Corporation may from time to time prescribe, together with such evidence of the genuineness of each endorsement, execution and authorization and of other matters as may be required by the Corporation, and delivered to the Corporation. No transfer of this Warrant Certificate shall be made if, in the opinion of counsel to the Corporation, such transfer would result in the violation of any applicable securities laws. Subject to the foregoing, the Corporation shall issue and mail, as soon as practicable, and in any event within five (5) Business Days of the receipt by the Corporation of this Warrant Certificate and the Transfer Form, a new Warrant Certificate (with or without legends as determined by the Corporation) registered in the name of the transferee or as the transferee may direct and shall take all other necessary actions to effect the transfer as directed. (g) In the event that an exercise provision shall of Warrants would result in the Holder becoming an “Insider” (as defined in the TSX Company Manual) of the Corporation, such exercise of Warrants will be postponed and will not be available to effective until the Warrant Holder TSX has approved a personal information form, or waived the requirement therefor, in respect of the Holder. In addition, in the event that an exercise of Warrants would “materially affect control” (as defined in the TSX Company Manual) of the Corporation, such exercise of Warrants will be postponed and will not be effective until the parties comply with any requirements under the TSX Company Manual, if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveany.

Exercise of Warrants. a. Exercise (a) During the period specified in Section 2.02 any whole number of this Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in [lawful money of the United States of America] [applicable currency,] [in cash or by certified check or official bank check or by, in each case,] [by bank wire transfer] in immediately available funds the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ______________________], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent 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 date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificates as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall be made upon delivery deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it [if non-dollar denominated funds -- or in such other account designated by the Company] and shall advise the Company by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company pursuant in writing. (b) The Warrant Agent shall, from time to Section 10time, as promptly as practicable, advise the Company and the Trustee of (i) this Warrant; the number of Warrants exercised, (ii) a duly completed and executed election noticethe instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, in the form attached hereto (the “Election Notice”) and (iii) payment delivery of Warrant Certificates evidencing the balance, if any, of the Exercise Price. Payment Warrants remaining after such exercise, and (iv) such other information as the Company or such Trustee shall reasonably require. (c) As promptly as practicable after the exercise of any Warrant, the Exercise Price may be made at Company shall issue, pursuant to the option of the Warrant Holder either (a) Indenture, in cash, wire transfer authorized denominations to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Holder may designate in the Election NoticeAgent shall manually countersign and deliver, a certificate for the new Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised such Warrants remaining unexercised. (at the date of such calculationd) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision The Company shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Company's satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. The registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby, in whole at any time or in part from time to time at or prior to the close of business, on the Expiration Date relating to such Warrant, subject to the provisions of Section 9, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders as follows: A. Exercise of this Warrant Warrants shall be made accomplished upon delivery surrender of the Warrant Certificate (or Book Entry Warrant Certificate by a Participant) evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its stock transfer office located in Las Vegas, Nevada or New York drop located in New York, NY, together with payment to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise PricePrice (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made at the option of the Warrant Holder either (a) in cash, by wire transfer of good funds, or by certified or official bank check cashier’s check, payable in lawful money of the United States of America to the order of the Company equal to Exercise Price per share Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. The Warrant Agent shall deposit or invest any and all funds received in effect at connection with the time exercise of exercise multiplied the Warrants in federally insured, interest bearing accounts with a financial institution or institutions designated by the number Warrant Agent. The Warrant Agent shall have no liability with respect to the performance of Warrant Shares specified any such investments other than, in the Election Noticecase of funds deposited in accounts maintained by the Warrant Agent, or (b) through a cashless exercise provided the liability of the Warrant Agent to its depositors in Section 5(b) belowsuch accounts generally. The Company shall be entitled to the interest, if any, on funds deposited with the Warrant Agent. At the request of the Company, the Warrant Agent shall remit any funds held by it as a result of the exercise of the Warrants to the Company. B. Upon receipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Exercise Price of the Warrants being exercised (and of an amount equal to any applicable taxes or government charges as aforesaid), the Warrant Agent shall promptly request from the Transfer Agent (but in no event later than three (3which shall initially be the Warrant Agent) business days after with respect to the “Date of Exercise,” as defined herein) issue or cause securities to be issued and cause deliver to be delivered to or upon the order of the registered holder of such Warrant Holder Certificate, in such name or names as such registered holder may designate, within three (3) trading days of the date of such exercise (the “Warrant Holder may designate Share Delivery Date”), via the DWAC system maintained by the Depository Trust Company, the number of full shares of the securities to be purchased, together with cash made available by the Company pursuant to Section 8 hereof in the Election Notice, respect of any fraction of a certificate for the Warrant Shares share of such securities otherwise issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by If the Warrant Holder is then exercisable to receive purchase property other than securities, the Warrant Shares Agent shall take appropriate steps to cause such property to be delivered to or upon the order of the registered holder of such Warrant Certificate. In addition, the Warrant Agent will deliver to each Warrantholder the then-current prospectus and the Company agrees to supply Warrant Agent with a sufficient number of prospectuses to effectuate that purpose. C. In case the registered holder of any Warrant Certificate shall exercise fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent shall promptly countersign and deliver to the registered holder of such Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised. D. Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the Exercise Price (and of any applicable taxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of record such shares as of, and the certificate for such shares shall be dated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the Expiration Date relating to such Warrant) and the Warrant Agent shall be under no duty to deliver the certificate for such shares until such date. The Company covenants and agrees that it shall not cause its stock transfer books to be closed for a period of more than 2 consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law. E. In addition to any other rights available to the Warrantholder, if the Company fails to cause its Transfer Agent to transmit to the Warrantholder a certificate or the certificates representing the Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered pursuant to an exercise on or before the Warrant Holder Share Delivery Date, and if after such date the Company covenantsWarrantholder is required by its broker to purchase (in an open market transaction or otherwise) or the Warrantholder’s brokerage firm otherwise purchases, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share shares of Common Stock is greater than to deliver in satisfaction of a sale by the Exercise Price Warrantholder of one the Warrant Share Shares which the Holder anticipated receiving upon such exercise (at the date of calculation as set forth belowa “Buy-In”), then the Company shall (A) pay in lieu cash to the Warrantholder the amount, if any, by which (x) the Warrantholder’s total purchase price (including brokerage commissions, if any) for the shares of exercising this Warrant for cash, Common Stock so purchased exceeds (y) the Warrant Holder may elect to receive that amount obtained by multiplying (1) the number of Warrant Shares computed using that the following formula: X=Y Company was required to deliver to the Warrantholder in connection with the exercise at issue times (A-2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) A Where X= at the option of the Warrantholder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Warrantholder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Warrantholder purchases Common Stock having a total purchase price of $11,000 to be issued cover a Buy-In with respect to the Warrant Holder Y= the number an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Warrantholder $1,000. The Warrantholder shall provide the Warrant Shares purchasable under this Warrant orAgent and the Company written notice indicating the amounts payable to the Warrantholder in respect of the Buy-In and, if only a portion upon request of this Warrant is being exercisedthe Company, evidence of the portion of this Warrant being exercised (at the date amount of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveloss.

Exercise of Warrants. a. Exercise of this Warrant Warrants may be exercised at any time on or before the Expiration Date. Warrants shall be made upon delivery exercised by the Warrant Holder by surrendering to the Company pursuant to Section 10, Warrant Agent the Warrant Certificate evidencing such Warrants with the exercise form on the reverse of (i) this Warrant; (ii) a such Warrant Certificate duly completed and executed election noticeand paying to the Warrant Agent, in the form attached hereto (the “Election Notice”) and (iii) payment lawful money of the Exercise Price. Payment United States of the Exercise Price may be made at the option of the Warrant Holder either (a) America in cash, wire transfer cash or by good check (either certified or official a bank check cashier's check) payable to the order of the Company equal to Company, the Exercise Price per share in effect at for the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause purchased. In order for the exercise of a Warrant to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Noticevalid, a certificate for properly executed Warrant with the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated appropriate payment must be received by the Warrant Holder Agent prior to receive the Expiration Date. b. Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the Exercise Price for the Shares for which Warrants are then being exercised, the Warrant Agent shall requisition from any transfer agent for the Shares, and upon receipt shall make delivery of, certificates evidencing the total number of whole Shares for which Warrants are then being exercised in such names and denomination as are required for delivery to, or in accordance with the instructions of, the Warrant Holder. The Warrant Agent shall promptly deliver to the Company cash or checks received in payment of the Exercise price, and shall establish such procedures as the Company reasonably requests to assure collection of such payments before delivering such certificates. Such certificates for the Shares shall be deemed to be issued, and the person to whom such Shares are issued of record shall be deemed to have become a holder, of record of such Shares, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur, provided that if the books of the Company with respect to the Shares shall be closed as of such date, the certificates for such Shares shall be deemed to be issued, and the person to whom such Shares are issued of record shall be deemed to have become a holder of record of such Warrant Shares Shares, as of the Date date on which such books shall next be open (whether before, on or after the Expiration Date). c. If less than all of Exercise the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of this Warrant. All Warrant Shares the Warrants not so exercised shall be issued and delivered to to, or in accordance with transfer instructions properly given by, the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessableHolder. b. If d. The Company may, in whole or in part and at any time and from time to time, on not less than 45 days' written notice, call the Warrants for redemption at a price of $.05 per share covered thereby at any time after the closing high bid price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported then traded on the day over-the-counter market other than on the National Market System of NASDAQ) or the closing price of the Common Stock (if then traded on the National Market System of NASDAQ or on a national securities exchange) exceeds 150% of the Exercise Price for a period of 20 of the 30 consecutive trading days immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as mailing of the notice of redemption. Notice of any redemption will be mailed to the Warrant Holders at their addresses of record. The Warrants may be exercised any time prior to the specified redemption date set forth below)in such notice; provided, however, that in lieu the event exercise of exercising this Warrant for cashthe Warrants is not made prior to the redemption date, then the Warrant Holder may elect right to receive that number of Warrant Shares computed using purchase the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of underlying such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above Warrants shall be deemed to have been acquired by the forfeited. e. All Warrant Holder, and the holding period for the Warrant Shares Certificates surrendered upon exercise of Warrants shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivecancelled.

Exercise of Warrants. a. Exercise (a) During the period specified in Section 2.2, any whole number of this Warrants may be exercised by providing certain information set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer], in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt, within five business days of such [payment] [wire transfer] by the Warrant Agent 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 date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall be made upon delivery 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] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company pursuant in writing. (b) The Warrant Agent shall, from time to Section 10time, as promptly as practicable, advise the Company of (i) this Warrant; the number of Warrants exercised, (ii) a duly completed and executed election noticethe instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, in the form attached hereto (the “Election Notice”) and (iii) payment delivery of Warrant Certificates evidencing the balance, if any, of the Exercise Price. Payment Warrants remaining after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer Company shall issue to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled in fully registered form, registered in such name or names as may be directed by such holder. Such certificate or certificates evidencing the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so Common Stock shall be deemed to have been issued and any persons who are designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become the holder of record of such Warrant Shares Securities as of the Date close of Exercise business on the exercise date. No fractional shares of this Warrant Securities will be issued upon exercise of any Warrant. All Warrant Shares delivered For each fractional share that would otherwise be issued, the Company will pay by company check in an amount equal to such fraction multiplied by the closing sales price of the Warrant Holder Securities on the Company covenantsNew York Stock Exchange (or if not so listed, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted another equivalent means reasonably determined by the Nasdaq Capital Market or other principal trading market, if applicableCompany) reported on the business day immediately preceding the Date exercise date. If fewer than all of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrants evidenced by such Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashCertificate are exercised, the Company shall execute, and an authorized officer of the Warrant Holder may elect to receive that number of Agent shall manually countersign and deliver, a new Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised such Warrants remaining unexercised. (at the date of such calculationd) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision The Company shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Company's satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. Exercise (a) Each of this the Warrants may be exercised 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 part of the number of Issuable Warrant shall be made Shares purchasable upon delivery its exercise. In order to exercise its Warrant, in whole or in part, the Holder will deliver to the Company at the address designated by the Company pursuant to Section 106.06, of (i) this 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) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) 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 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 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 registration requirements under applicable Federal and state securities laws, such other name as designated in such notice. A Warrant will be deemed to 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 all purposes, as of the date that such notice, together with payment of the Exercise Price and the Warrant is received by the Company. If the Warrant has been exercised in part, the Company 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 number of Issuable Warrant Shares with respect to which the Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Warrants, or, at the request of such Holder, appropriate notation may be made on the original Warrant and the original Warrant returned to such Holder. (b) Payment of the Exercise Price may will be made made, at the option of the Warrant Holder either Holder, by (ai) in cashcompany or individual check, wire transfer or by certified or official bank check payable check, (ii) cancellation of any debt owed by the Company to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election NoticeHolder, or (biii) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date cancellation of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election NoticeShares, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “valued at Fair Market Value”) . If the Holder surrenders a combination of one share cash or cancellation of Common Stock is greater than any debt owed by the Exercise Price of one Warrant Share (at Company to the date of calculation as set forth below), in lieu of exercising this Warrant for cashHolder or Warrants, the Warrant Holder may elect to receive that number of Warrant Shares computed using will specify the following formula: X=Y (A-B) A Where X= the respective number of shares of Common Stock to be issued purchased with each form of consideration, and the foregoing provisions will be applied to each form of consideration with the same effect as if the Warrant were being separately exercised with respect to each form of consideration; provided, however, that a Holder may designate that any cash to be remitted to a Holder in payment of debt be applied, together with other monies, to the Warrant Holder Y= the number exercise of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivecash.

Exercise of Warrants. a. Exercise (a) During the period specified in Section 2.2 any whole number of this Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent 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 [including any applicable certifications if the Warrant Securities are issuable in bearer form]. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall be made upon delivery 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] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company pursuant in writing. (b) The Warrant Agent shall, from time to Section 10time, as promptly as practicable, advise the Company and the [Trustee under the Indenture relating to the Warrant Securities] of (i) this Warrant; the number of Warrants exercised, (ii) a duly completed and executed election noticethe instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, in the form attached hereto (the “Election Notice”) and (iii) payment delivery of Warrant Certificates evidencing the balance, if any, of the Exercise Price. Payment Warrants remaining after such exercise, and (iv) such other information as the Company or such Trustee shall reasonable require. (c) As promptly as practicable after the exercise of any Warrant, the Exercise Price may be made at Company shall issue, pursuant to the option of the Warrant Holder either (a) Indenture, in cash, wire transfer authorized denominations to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at the time holder of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Holder may designate in the Election NoticeAgent shall manually countersign and deliver, a certificate for the new Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised such Warrants remaining unexercised. (at the date of such calculationd) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision The Company shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Company's satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. Exercise of this A Warrant shall may be made exercised upon delivery surrender to the Company pursuant Warrant Agent at its principal office of the certificate or certificates evidencing the Warrants to Section 10be exercised, of (i) this Warrant; (ii) a together with the Subscription Form duly completed and executed election noticesigned, in which signature shall be guaranteed by an Eligible Institution, and upon payment to the form attached hereto (Warrant Agent for the “Election Notice”) and (iii) payment account of the Company of the Exercise PricePrice (as defined in Section 9 hereof and subject to adjustment in accordance with the provisions of Section 10 hereof) for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price may shall be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to check. Upon the order surrender of Warrants and payment of the Company equal to Exercise Price per share in effect at as aforesaid, the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or Agent shall (bi) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause delivered as soon as practicable to be delivered to or upon the Warrant written order of the Holder in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants and, if the Warrants are exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be entitled, pay to the Holder or such other person as the Holder may designate cash in an amount equal to the Election Noticeclosing price per share on the trading day preceding the date of such exercise multiplied by such fraction, and (ii) deliver the other securities and properties receivable upon the exercise of the Warrants pursuant to the provisions of the Warrants. The Company shall promptly provide to the Warrant Agent the cash payable in lieu of a fractional share. No certificate for the fractional Warrant Shares issuable upon will be issued. If permitted by applicable law, such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Date date of the receipt by the Warrant Agent of such Warrants and payment of the Exercise Price, as aforesaid. The rights of this Warrant. All 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 a certificate evidencing Warrants is exercised in respect of less than all of the Warrant Shares delivered purchasable on such exercise at any time prior to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below)expiration of the Warrants, in lieu of exercising this a new certificate evidencing the remaining Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to or Warrants will be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holderthereof, and the holding period for Warrant Agent is hereby authorized to countersign and deliver the required new Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available certificate or certificates pursuant to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants provisions of this Section and such registration statement stays effectiveSection 2 hereof.

Exercise of Warrants. a. Exercise Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, 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 part of the 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 designated for such purpose, 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 in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be made upon delivery deemed to be the Company pursuant to Section 10, date of (i) this Warrant; (ii) a its receipt by the Warrant Agent duly completed filled in and executed election notice, in the form attached hereto (the “Election Notice”) signed and (iii) payment of the Exercise Priceaccompanied by proper funds as hereinafter provided. Payment of the Exercise such Warrant Price may be made at the option of the Warrant Holder either (a) in wire transfer in immediately available funds, cash, wire transfer or by certified or official bank check payable to the order 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 Warrants, and payment of the Company equal to Exercise Warrant Price per share in effect at as aforesaid, the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full shares of Warrant Shares 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 exercisesurrender. 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, with and such restrictive legend as required by certificate shall be dated, the 1933 Act, as applicable. Any person so designated by date upon which the Warrant Holder to receive Certificate evidencing such Warrants was duly surrendered and payment of the Warrant Shares 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 record of such Warrant Shares as of shares on, and such certificate shall be dated, the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of next succeeding business day on which the Common Stock (as quoted by transfer books of the Nasdaq Capital Market or other principal trading market, if applicable) reported on Company are open. Anything in this Agreement to the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashcontrary notwithstanding, the Warrant Holder may elect Agent shall have no duty (i) to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to determine or calculate the Warrant Holder Y= Price or (ii) confirm or verify the number accuracy or correctness of shares of the Warrant Shares purchasable Price; the Warrant Agent's sole duty under this Warrant or, if only a portion of this Warrant Section is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that accept the Warrant Shares issued in a cashless exercise transaction in Certificates and take possession for the manner described above shall be deemed to have been acquired by benefit of the Company of the payment of the Warrant Holder, and the holding period for Price delivered to it by a holder of the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveCertificate.

Exercise of Warrants. a. Exercise Subject to the provisions of this Warrant Agreement, each registered holder of Warrants shall have the right which may be made exercised through _____________, 1999 commencing from the Effective Date and ending at the close of business on _____________, 1999 to purchase from the Company (and the Company shall issue and sell to such registered holder of Warrants) the number of fully paid and non-assessable Common Shares specified in such Warrants, upon delivery surrender to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option office of the Warrant Holder either (a) Agent of such Warrants, with the form of election to purchase duly filled in cashand signed, wire transfer or by certified or official bank check payable and upon payment to the order of the Company equal to Exercise Price per share of the Warrant Price, determined in effect at the time of exercise multiplied by accordance with Sections 10 and 11 herein, for the number of shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash or by certified check or official bank check, payable in United States dollars, to the order of the Company. No adjustments shall be made for any dividends on any Common Shares specified in issuable upon exercise of a Warrant. Subject to Section 7, upon such surrender of Warrants, and payment of the Election NoticeWarrant Price as aforesaid, or (b) through a cashless exercise provided in Section 5(b) below. The the Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant 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 share of Common Stock or make any cash or other adjustment except as provided in Section 12 herein, in respect of any fraction of a Common Share otherwise issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicablesurrender. Any Such certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares shares as of the Date date of Exercise the surrender of this Warrant. All Warrant Shares delivered to such Warrants and payment of the Warrant Holder the Company covenantsPrice as aforesaid, shall upon due exercise of this Warrantprovided, be duly authorizedhowever, validly issuedthat if, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation surrender of such Warrants and payment of such Warrant Price, the transfer books for the Common Shares 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 set forth below)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. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or form time to time for part only of the shares specified therein and, in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive event that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this any Warrant is being exercised, exercised in respect of less than all of the portion of this Warrant being exercised (shares specified therein at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted any time prior to the date of expiration of the Warrant, a new Warrant or Warrants will be issued to such calculation) For purposes registered holders for the remaining number of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that shares specified in the Warrant Shares issued in a cashless 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 during the Warrant exercise transaction in period, and the manner described above shall be deemed to have been acquired Company, whenever requested by the Warrant HolderAgent, and the holding period for will supply the Warrant Shares shall be deemed to have commencedAgent, with Warrants duly executed on behalf of the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and Company for such registration statement stays effectivepurpose.

Exercise of Warrants. a. Exercise of this Warrant shall be made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable Subject to the order provisions of this Agreement, each registered holder of Warrants shall have the right, which right may be exercised as in such Warrants expressed, commencing on the date the registered holder purchases the Warrant and ending on December 31, 2004, to purchase from the Company, and the Company equal shall issue and sell to Exercise Price per share in effect at the time such registered holder of exercise multiplied by Warrants, the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share assessable shares of Common Stock is greater than specified in such Warrants, upon surrender to the Company at the office of the Warrant Agent, with the form of election to purchase duly completed and signed, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price of one Warrant Share (at the date of calculation Price, as set forth below)hereinafter defined, in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check, bank draft, or postal or express money order, payable in United States dollars, to the order of the Company. Subject to the provisions of Section 9 hereof, upon such surrender of Warrants and payment of the Exercise Price as foresaid, the Company, acting through the Warrant Agent, shall issue and cause to be issued delivered with all reasonable dispatch to or upon the Warrant Holder Y= 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 full number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, Common Stock so purchased upon the portion of this Warrant being exercised (at the date exercise of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above Warrants. Such certificates shall be deemed to have been acquired by the Warrant Holderissued, and the holding period for the Warrant Shares any person so designated to be named therein shall be deemed to have commencedbecome a holder of record of such Common Stock, on as of the date this Warrant was originally issued. This cashless of surrender of such Warrants and payment of the Exercise Price, as aforesaid; provided, however, that if, at the date of surrender of such Warrants and the payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise provision 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 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, unless otherwise required by law, shall not be available closed at any one time for a period longer than twenty (20) days. The right 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 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 Warrants, a new Warrant Holder or Warrants will be issued for the remaining number of Common Stock 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 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purposes. (b) Notwithstanding any other provision of this Agreement, no Warrant may be exercised if there is an the issuance of Common Stock in connection therewith would constitute a violation of the registration provisions of federal or state securities laws. (c) The Company will use its best efforts to file and keep effective registration statement on file with a current prospectus which will permit the SEC covering purchase and sale of the shares Warrants and the Common Stock underlying the Warrants. In addition, the Company will use its best efforts to qualify for sale the Warrants and the Common Stock underlying the Warrants in those states in which the Warrants and such registration statement stays effectivethe Common Stock are to be offered.

Exercise of Warrants. a. During the Exercise of this Period (and provided -------------------- that a current prospectus is on file with the Securities and Exchange Commission, and an exemption is available therefor under applicable state securities laws or, if required, the Warrant shall Shares have been registered or qualified under applicable state securities laws), a Warrant may be made exercised in whole or in part upon delivery surrender to the Company pursuant Warrant Agent at the Office of the Warrant Certificate(s) evidencing the Warrants to Section 10be exercised, together with the form of election to purchase on the reverse thereof (ithe "Purchase Form") this Warrant; (ii) a duly completed and executed election noticesigned, in which signature shall be guaranteed by a qualified Medallion Guarantee member, and upon payment to the form attached hereto (Warrant Agent, for the “Election Notice”) and (iii) payment account of the Company, of the Exercise PricePrice for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price may shall be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company. The Company equal agrees to use its reasonable best efforts to maintain on file (at any time when the Market Price of the Common Stock exceeds the Exercise Price per share then in effect at effect) a prospectus relating to the time of exercise multiplied by the number issuance and sale of Warrant Shares specified in pursuant to the Election Noticeexercise of the Warrants. Subject to the provisions of Section 6 hereof, or (b) through a cashless upon due exercise provided in Section 5(b) below. The of the Warrants and surrender of the Warrant Certificate with the Purchase Form and payment of the Exercise Price as aforesaid, the Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause delivered with all reasonable dispatch to be delivered to or upon the Warrant written order of the Holder and in such name or names as the Warrant Holder may designate in the Election Notice, a certificate certificate(s) for the number of full Warrant Shares so purchased, together with cash in respect of any fractional Warrant Shares otherwise issuable upon such exercise. Such certificate(s) shall be deemed to have been issued, with such restrictive legend as required by the 1933 Act, as applicable. Any and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares Shares, as of the Date latest of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation the surrender of such Warrant Certificate, surrender of the Purchase Form and payment of the Exercise Price. The Warrants shall be exercisable as set forth below), provided herein during the Exercise Period at the election of the Holder either in lieu whole or from time to time in part. Only whole numbers of exercising this Warrant for cash, Warrants may be exercised. In the event that prior to the Expiration Time the Holder of the Warrant Holder may elect to receive that number Certificate shall exercise fewer than all of the Warrants evidenced thereby, a new Warrant Shares computed using Certificate(s) evidencing the following formula: X=Y (A-Bremaining unexercised Warrant(s) A Where X= the number of shares of Common Stock to will be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate(s) pursuant to the provisions of this Section 6 and of subsection 3.2 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares shall be deemed to have commenced, on through the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and of such registration statement stays effectiveWarrants.

Exercise of Warrants. a. Exercise (a) Any whole number or all of this the Warrants evidenced by any Warrant Certificate may be exercised upon any single occasion on or before the Expiration Date. A Warrant shall be made upon delivery exercised by the Warrant Holder by surrendering to the Company pursuant Warrant Agent the Warrant Certificate attached to Section 10or detached from the Share Certificate, with the exercise form on the reverse of (i) this Warrant; (ii) a such Warrant Certificate duly completed and executed election noticeexecuted, together with payment in the form attached hereto (the “Election Notice”) and (iii) payment lawful money of the Exercise Price. Payment United States of the Exercise Price may be made at the option of the Warrant Holder either (a) America in cash, wire transfer cash 5 or by certified or official cashier's check or bank check draft payable to the order of the Company equal to Company, for the Exercise Price per share in effect at for the time of exercise multiplied by the total number of Warrant Shares specified in the Election Notice, or to be purchased. (b) through Subject to Section 5(d) and Section 10, upon receipt of a cashless Warrant Certificate with the exercise form thereon duly executed, together with payment in full of the Exercise Price for the Shares for which Warrants then are being exercised, the Warrant Agent shall requisition from any transfer agent for the Shares (which transfer agent may be the Warrant Agent pursuant to its appointment therefor separately from this Agreement) and upon receipt shall make delivery of certificates evidencing the total number of whole Shares for which Warrants are then being exercised in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder, provided in Section 5(bthat if fewer than all Shares issuable on exercise of a Warrant Certificate are purchased, the Warrant Agent (if so requested) belowshall issue a Warrant Certificate for the balance of the Shares. The Company Subject to the payment of the Exercise Price becoming collected funds, such certificates for the Shares shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause be deemed to be issued, and the person to whom such Shares are issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares of record shall be deemed to have become a holder of record of such Warrant Shares Shares, as of the Date date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur, provided that if the books of this Warrant. All Warrant Shares delivered the Company with respect to the Warrant Holder Shares shall be closed as of such date, the Company covenants, certificates for such Shares shall upon due exercise of this Warrant, be duly authorized, validly deemed to be issued, fully paid and non-assessable. b. If the closing price per share person to whom such Shares are issued of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above record shall be deemed to have become a record holder of such Shares, as of the date on which such books shall next be open (whether before, on, or after the applicable Expiration Date) but at the Exercise Price and upon the other conditions in effect upon the date of surrender of the Warrant Certificate and payment of the Exercise Price, whichever shall have last occurred, to the Warrant Agent. (c) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled. (d) Upon the exercise, or conversion of any Warrant, the Warrant Agent shall promptly deposit the payment into an account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the account will be disbursed on a weekly basis to the Company, once they have been acquired determined by the Warrant HolderAgent to be collected funds. Once the funds are determined to be collected, and the holding period for the Warrant Shares Agent shall cause the Share certificate(s) representing the exercised Warrants to be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveissued as provided in Section 5(b) hereof.

Exercise of Warrants. a. The registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby, in whole or in part from time to time at or prior to the close of business on the Expiration Date, subject to the provisions of Section 9, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders as follows: A. Exercise of this Warrant Warrants shall be made accomplished upon delivery surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its Stock Transfer Office, together with payment to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise PricePrice (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made at the option of the Warrant Holder either (a) in cash, by wire transfer of same day funds to an account in a bank designated by the Company for such purpose, or by certified or official bank check cashier's check, payable in lawful money of the United States of America to the order of the Company equal to Exercise Price per share Company, or by any combination of such methods. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. The Warrant Agent shall deposit or invest any and all funds received in effect at connection with the time exercise of exercise multiplied the Warrants in federally insured, interest bearing accounts with a financial institution or institutions designated by the number Warrant Agent. The Warrant Agent shall have no liability with respect to the performance of Warrant Shares specified any such investments other than, in the Election Noticecase of funds deposited in accounts maintained by the Warrant Agent, or (b) through a cashless exercise provided the liability of the Warrant Agent to its depositors in Section 5(b) belowsuch accounts generally. The Company shall be entitled to the interest, if any, on funds deposited with the Warrant Agent. At the request of the Company, the Warrant Agent shall remit any funds held by it as a result of the exercise of the Warrants to the Company. B. Upon receipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Exercise Price of the Warrants being exercised (and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise), the Warrant Agent shall promptly (but in no event later than three (3) business days after request from the “Date of Exercise,” as defined herein) issue or cause Company's transfer agent with respect to the securities to be issued and cause shall promptly, and in any event within five business days thereof, deliver to be delivered to or upon the order of the registered holder of such Warrant Holder Certificate, in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant Shares number of full shares of the securities to be purchased, together with cash made available by the Company pursuant to Section 8 hereof in respect of any fraction of a share of such securities otherwise issuable upon such exercise. If the Warrant is then exercisable to purchase property other than securities, with the Warrant Agent shall take appropriate steps to cause such restrictive legend property to be delivered as soon as practicable to or upon the order of the registered holder of such Warrant Certificate. In addition, if it is required by law and upon instruction by the 1933 ActCompany, the Warrant Agent will deliver to each Warrantholder a prospectus which complies with the provisions of Section 10 of the Securities Act of 1933, as applicable. Any person so designated by amended, and the Company agrees to supply the Warrant Holder Agent with a sufficient number of prospectuses to receive effectuate that purpose. C. In case the registered holder of any Warrant Shares Certificate shall exercise fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent shall promptly countersign and deliver to the registered holder of such Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised. D. Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the Exercise Price (and of any applicable taxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person or entity shall be deemed to have become the record holder of record of such Warrant Shares shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holderof, and the holding period certificate for such shares shall be dated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the Expiration Date) and the Warrant Shares Agent shall be deemed under no duty to have commenced, on deliver the date this Warrant was originally issuedcertificate for such shares until such date. This cashless exercise provision The Company covenants and agrees that it shall not cause its stock transfer books to be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveclosed for a period of more than twenty (20) consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise required by law.

Exercise of Warrants. a. Exercise Subject to the provisions of this Agreement and prior to the fifth anniversary of the date of the Prospectus (the "Expiration Date"), each registered holder of Warrants shall have the right to purchase from the Company (and the Company shall issue and sell to such registered holder of Warrants) the number of fully paid and non-assessable shares of Common Stock, upon surrender to the Company at the office of the Warrant Agent of such Warrants, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the Warrant Price, as defined and determined in accordance with the provisions of Sections 9 and 10 of this Agreement, for the securities in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer cash or by certified check or official bank check payable draft to the order of the Company equal Company. No adjustment shall be made for any cash dividends on any shares of Common Stock issuable upon exercise of a Warrant. Subject to Exercise Section 6 hereof, upon such surrender of Warrants, and payment of the Warrant Price per share in effect at the time of exercise multiplied by as aforesaid, a certificate or certificates for the number of Warrant Shares specified in full shares of Common Stock so purchased upon the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company of such Warrants shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder registered holder of such Warrants or, upon the written order of such registered holder, in such name or names as the Warrant Holder such registered holder may designate in the Election Notice, a designate. Such certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares securities as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share date of the Common Stock (surrender of such Warrants and payment of such Warrant Price as quoted by the Nasdaq Capital Market or other principal trading marketaforesaid; provided, however, that if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu surrender of exercising this such Warrants and payment of such Warrant for cashPrice, the Warrant Holder may elect to receive that number of Warrant Shares computed using transfer books for the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to or other class of securities purchasable upon the exercise of such Warrant shall be issued to closed, the Warrant Holder Y= certificates for the number of shares of Warrant Shares purchasable under this Warrant orCommon Stock, if any, in respect of which such Warrants are 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 a portion of this the securities specified therein and, in the event that any Warrant is being exercised, exercised in respect of less than all of the portion of this Warrant being exercised (securities specified therein at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted any time prior to the date of expiration of the Warrant, a new Warrant or Warrants will be issued to such calculation) For purposes registered holder for the remaining number of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that securities specified in the Warrant Shares issued in a cashless exercise transaction in so surrendered, and the manner described above shall be deemed Warrant Agent is hereby irrevocably authorized to have been acquired 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 HolderAgent, and the holding period for will supply the Warrant Shares shall Agent with Warrants duly executed on behalf of the Company for such purpose. The Common Stock and Warrants comprising the Units will be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants immediately detachable and such registration statement stays effectiveseparately transferable upon issuance.

Exercise of Warrants. a. Exercise Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, 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 part of the 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 designated for such purpose, 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 in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be made upon delivery deemed to be the Company pursuant to Section 10, date of (i) this Warrant; (ii) a its receipt by the Warrant Agent duly completed filled in and executed election notice, in the form attached hereto (the “Election Notice”) signed and (iii) payment of the Exercise Priceaccompanied by proper funds as hereinafter provided. Payment of the Exercise such Warrant Price may be made at the option of the Warrant Holder either (a) in wire transfer in immediately available funds, cash, wire transfer or by certified or official bank check payable to the order 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 Warrants, and payment of the Company equal to Exercise Warrant Price per share in effect at as aforesaid, the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full shares of Warrant Shares 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 exercisesurrender. 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, with and such restrictive legend as required by certificate shall be dated, the 1933 Act, as applicable. Any person so designated by date upon which the Warrant Holder to receive Certificate evidencing such Warrants was duly surrendered and payment of the Warrant Shares 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 record of such Warrant Shares as of shares on, and such certificate shall be dated, the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of next succeeding business day on which the Common Stock (as quoted by transfer books of the Nasdaq Capital Market or other principal trading market, if applicable) reported on Company are open. Anything in this Agreement to the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashcontrary notwithstanding, the Warrant Holder may elect Agent shall have no duty (i) to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to determine or calculate the Warrant Holder Y= Price or (ii) confirm or verify the number accuracy or correctness of shares of the Warrant Shares purchasable Price; the Warrant Agent’s sole duty under this Warrant or, if only a portion of this Warrant Section is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that accept the Warrant Shares issued in a cashless exercise transaction in Certificates and take possession for the manner described above shall be deemed to have been acquired by benefit of the Company of the payment of the Warrant Holder, and the holding period for Price delivered to it by a holder of the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveCertificate.

Exercise of Warrants. a. Exercise (a) Subject to the terms of this the Warrants, any Warrant may be exercised anytime, during the exercise period. The Warrants shall be made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of exercised by the Warrant Holder either by surrendering to the Warrant Agent the Warrant Certificate with the exercise form on the reverse of such Warrant Certificate properly completed and duly executed and delivering to the Warrant Agent (a) in cash, wire transfer or by certified providing such other notice of exercise made available by the Company), by good check or official bank check draft payable to the order of the Company equal to Warrant Agent, the Exercise Price per share in effect at for each Share to be purchased. Notwithstanding the time foregoing, the Company will extend a three day "protect" period after the Expiration Date so that any Warrant for which notice of exercise multiplied is received in the three business days prior to and including the Expiration Date shall be deemed exercised so long as the Exercise Price is received by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in Agent no event later more than three (3) business days after the “Date notice of Exercise,” exercise. (b) Upon receipt of a Warrant Certificate with the exercise form thereon properly completed and duly executed together with payment in full of the Exercise Price for the Shares for which Warrants are then being exercised, the Warrant Agent is hereby authorized to requisition from any transfer agent for the Shares (or make available if the Warrant Agent is also the transfer agent for the Shares), and upon receipt shall make delivery of, certificates evidencing the total number of whole Shares for which Warrants are then being exercised in such names and denominations as defined herein) issue are required for delivery to, or cause in accordance with the instructions of, the Warrant Holder. Such certificates for the Shares shall be deemed to be issued, and the person whom such Shares are issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares of record shall be deemed to have become a holder of record of such Warrant Shares Shares, as of the Date date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided that if the transfer books of this Warrant. All Warrant Shares delivered the Company with respect to the Warrant Holder Shares shall be closed, the Company covenants, shall certificates for the Shares issuable upon due exercise of this Warrant, the Warrants shall be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share issued as of the Common Stock (as quoted by date on which such books shall next be open, and the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date person to whom such Shares are issued of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above record shall be deemed to have been acquired become a record holder of such Shares as of the date on which such books shall next be open (whether before, on or after the Expiration Date) and until such date the Warrant Agent shall be under no duty or obligation to deliver any certificate for such Shares. (c) If less than all of a Warrant Holder's Warrants are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with, transfer instructions properly given by the Warrant Holder, and Holder prior to the holding period for Expiration Date. (d) All Warrant Certificates surrendered upon exercise shall be cancelled by the Warrant Shares shall be deemed to have commencedAgent. (e) Upon the exercise of any Warrant, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is Agent shall promptly deposit any payment received in connection with such exercise into an effective registration statement on file with account (the SEC covering the shares underlying the Warrants and such registration statement stays effective."Account") established by Computershare at a federally insured commercial bank (the

Exercise of Warrants. a. Exercise Each Holder of this a Warrant shall be made Certificate may -------------------- exercise such related Warrants upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a surrender of the Warrant Certificate at the principal office of the Company as identified in Section 14 hereof, with the form of election to purchase on the reverse thereof duly completed and executed election noticesigned, in the form attached hereto (the “Election Notice”) and (iiiii) payment of the Exercise PricePrice 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 made at the option of the Warrant Holder either (a) in cash, wire transfer the form of cash or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through by surrendering additional Warrants or shares of Common Stock for cancellation to the extent the Company may lawfully accept shares of Common Stock, with the value of such shares of Common Stock for such purpose to equal the average Current Market Price of the Common Stock during the 10 Trading Days preceding the date surrendered and the value of the Warrants to equal the difference between the value of a cashless exercise provided in Section 5(b) belowshare 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 promptly (but be entitled, together with a cash payment in no event later than three (3) 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 days after on the “Date of Exercise,” as defined herein) issue or cause date on which the Warrant Certificates to be issued exercised shall have been surrendered together with the payment of the aggregate exercise price and cause taxes (if applicable), all as provided in this Section 4.2, and the Person or Persons entitled to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for receive the Warrant Shares issuable deliverable upon exercise of such exercise, with Warrants shall be treated for all purposes as the record holder or holders of such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive 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 record Warrants shall have any rights as a holder of such Warrant Shares as (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 Date Warrant Shares purchasable on such exercise at any time prior to the date of Exercise 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 pursuant to the provisions of this WarrantSection 4 and of Section 3 hereof. All Warrant Shares delivered to Certificates surrendered in the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, the rights thereby evidenced shall be duly authorized, validly issued, fully paid and non-assessable. b. If canceled. Each Holder of a Warrant represented by a Preferred Stock certificate may exercise such Warrant in the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation manner substantially similar as set forth below), above by surrendering the Preferred Stock certificate in lieu of exercising this Warrant exchange for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the a Preferred Stock certificate representing a like number of shares of Common Preferred Stock to be issued to and otherwise following the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveprocedures set forth above.

Exercise of Warrants. a. Exercise Subject to the provisions of this Warrant Agreement, each registered holder of Warrants shall be made upon delivery to have the Company pursuant to Section 10right, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price which may be made exercised commencing at the option opening of business on the first day of the Warrant Holder either (a) in cashExercise Period, wire transfer or by certified or official bank check payable to the order of purchase from the Company equal (and the Company shall issue and sell to Exercise Price per share in effect at the time such registered holder of exercise multiplied by Warrants) the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share assessable shares of Common Stock is greater than specified in such Warrants upon surrender of such Warrants to the Exercise Price of one Warrant Share (Company at the date office of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect Agent, with the form of election to receive that number purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the Warrant Shares computed using Exercise Price, determined in accordance with the following formula: X=Y (A-B) A Where X= provisions of Sections 9 and 10 of this Agreement, for the number of shares of Common Stock in respect of which such Warrants are then exercised. Payment of the Warrant Exercise Price shall be made in cash or by 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 Exercise Price, the Company shall issue and cause to be issued delivered with all reasonable dispatch to or upon the Warrant Holder Y= 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 number of full shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, Common Stock so purchased upon the portion of this Warrant being exercised (at the date exercise of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above Warrants. Such certificate or certificates shall be deemed to have been acquired by the Warrant Holderissued, and the holding period for the Warrant Shares any person so designated to be named therein shall be deemed to have commencedbecome a holder of record of such shares of Common Stock, on as of the date this of the surrender of such Warrants and payment of the Warrant was originally issuedExercise Price as aforesaid. This cashless exercise provision The rights of purchase represented by the Warrants shall not be available exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for a portion of the shares specified therein and, in the event that any Warrant is exercised in respect of fewer than all of the shares of Common Stock specified therein at any time prior to the end of the Warrant Holder if there Exercise Period, a new Warrant or Warrants will be issued to the registered holder for the number of shares of Common Stock specified in the Warrant so surrendered as to which the Warrant is an effective not exercised, and the Warrant Agent is 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 the Company has filed with the Securities and Exchange Commission a registration statement on file with under the SEC Securities Act of 1933, as amended (the "Act"), covering the shares underlying of Common Stock issuable upon exercise of such Warrant which registration statement is effective as of the time of exercise and 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 shall use its best efforts to have all shares so registered or qualified on or before the date on which the Warrants and such registration statement stays effectivebecome exercisable.

Exercise of Warrants. a. Exercise (a) During the period specified in Section 2.2 hereof, any whole number of this Warrants may be exercised by providing certain information set forth on the reverse side of the respective Warrant Certificate and by paying in full, in lawful money of the United States in cash, in each case, in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at The Bank of New York, Corporate Trust Administration Department, 100 Xxxxxxx Xxxxxx, Floor 8 West, New York, New York, 10286; provided, however, that such exercise is subject to receipt by the Warrant Agent, within three business days of such payment, of the Warrant Certificate with the form of election to purchase Warrant Shares 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 Warrant Agent or the date of receipt of the Warrant Certificate as aforesaid, shall be made upon delivery deemed to be the date on which such Warrant is exercised (the “Exercise Date”). The Warrant Agent shall deposit all funds received by it with respect to payment of the Warrant Price in an account in the name of the Company and 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 pursuant to Section 10in writing. (b) The Warrant Agent shall, as promptly as practicable after the exercise of any Warrants, advise the Company of (i) this Warrant; the number of Warrants exercised, (ii) a duly completed and executed election noticethe instructions of each Warrant Holder with respect to delivery of the Warrant Shares to which such Warrant Holder is entitled upon such exercise, in the form attached hereto (the “Election Notice”) and (iii) payment delivery of Warrant Certificates evidencing the balance, if any, of the Exercise Price. Payment Warrants remaining after such exercise and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Exercise Price may be made at the option of the Warrant Holder either (a) Company shall issue, in cash, wire transfer authorized denominations to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at Warrant Holder, certificates evidencing the time of exercise multiplied by the total number of whole shares of the Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the which such Warrant Holder is entitled in fully registered form, registered in such name or names as the may be directed by such Warrant Holder; provided that upon any such exercise no Warrant Holder may designate in shall be entitled to sell or transfer its Warrant Shares at any time unless, at the Election Noticetime of such sale or transfer, (i) a certificate for registration statement under the Securities Act covering the offer and sale of the Warrant Shares issuable upon has been filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”), and no stop order suspending the effectiveness of such exercise, with such restrictive legend as required registration statement has been issued by the 1933 Act, as applicable. Any person so designated SEC or (ii) the offer and sale of the Warrant Shares by the Warrant Holder are exempt from registration under the Securities Act and the holder of the Warrants, if so requested by the Company, has delivered to receive the Company an opinion of counsel to such effect. Such certificate or certificates evidencing the Warrant Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Warrant Shares as of the Date close of business on the Exercise Date. In the event a Warrant represents the right to a fractional Warrant Share as a result of this adjustments under Article 5 hereof, no fractional Warrant Shares shall be issued upon exercise of any Warrant. All If more than one Warrant shall be presented for exercise in full at the same time by the same Warrant Holder, the number of full Warrant Shares delivered that shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. For each fractional Warrant Share that would otherwise be issued, the Company shall pay by Company check in an amount equal to such fraction multiplied by the closing sales price of the Warrant Holder Shares on the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (principal national securities exchange on which they are listed or as quoted by the Nasdaq Capital Market or other principal on an automated over-the-counter trading market, if applicable) reported market on the business day immediately preceding the Exercise Date of Exercise (the “Fair Market ValueClosing Price”). If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. (d) In addition to the rights of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as Holder set forth below)herein, during the period specified in Section 2.2 hereof, in lieu of exercising this Warrant for paying the Exercise Price in cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using shall have the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued right, by delivering to the Warrant Holder Y= Agent a Warrant Certificate with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate properly completed and duly executed and by otherwise complying with the terms of this Agreement, to exercise any Warrant in a cashless exercise for the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion determined in accordance with the following formula: N = x W where: N = the actual number of this Warrant is being exercised, the portion shares of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares to be issued in a upon such cashless exercise transaction in of the manner described above shall be deemed to have been acquired by applicable Warrant; M = the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effective.Closing Price;

Exercise of Warrants. a. 7.1 Any one Warrant or any multiple of one Warrant evidenced by any Warrant Certificate may be exercised upon any single occasion on or after the Exercise of this Date and on or before the applicable Expiration Date. A Warrant shall be made upon delivery exercised by the Warrant Holder by surrendering to the Company pursuant to Section 10, Warrant Agent the Warrant Certificate evidencing such Warrant with the exercise form on the reverse of (i) this Warrant; (ii) a such Warrant Certificate duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of delivering to the Warrant Holder either (a) in cashAgent, wire transfer by good check or by certified or official bank check draft payable to the order of the Company equal to Company, the Exercise Price per for each share of Common Stock to be purchased. 7.2 Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in effect full of the Exercise Price for the shares of Common Stock for which Warrants are then being exercised, the Warrant Agent shall requisition from any transfer agent for the shares of Common Stock, and upon receipt shall make delivery of, certificates evidencing the total number of whole shares of Common Stock for which Warrants are then being exercised in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Warrant Holder. Such certificates for the shares of Common Stock shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur, provided that if the books of the Company with respect to the shares of Common Stock shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares of Common Stock, as of the date on which such books shall next be open (whether before, on or after the Expiration Date) but at the time Exercise Price, whichever shall have last occurred, to the Warrant Agent. 7.3 If less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company Warrants not so exercised shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, accordance with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired any transfer instructions given by the Warrant Holder. 7.4 All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. 7.5 Upon the exercise of any Warrant, and the holding period for the Warrant Shares Agent shall be deemed to have commenced, on promptly deliver the date this Warrant was originally issued. This cashless exercise provision shall not be available funds to the Company. Once the funds are determined by the Company to be collected, the Warrant Holder if there is an effective registration statement on file with Agent shall cause the SEC covering share certificate(s) representing the shares underlying the Warrants and such registration statement stays effectiveCommon Stock acquired upon exercise to be issued.

Exercise of Warrants. a. Exercise This Warrant shall vest immediately and may be exercised as to one hundred percent (100%) of the total number of shares covered by this Warrant at anytime after the issuance date of this Warrant. The purchase rights represented by this Warrant may be exercised in whole or in part (but not as to a fractional share of Stock), by the Warrantholder or its duly authorized attorney or representative at any time and from time to time while this Warrant is exercisable, upon presentation of this Warrant shall be made at the principal office of the Company, with the purchase form attached hereto duly completed and signed, and upon delivery payment to the Company pursuant in cash or by certified check or bank draft of an amount equal to Section 10, the number of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of shares being so purchased multiplied by the Exercise Price. Payment of the Exercise Price may be made ; or, at the option of the Warrantholder, this Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable may be surrendered to the order Company and the Company shall issue to the Warrantholder for no additional cash consideration a number of shares of common stock determined by dividing the product of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the maximum number of Warrant Shares specified in shares of common stock the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after Warrantholder is entitled to purchase hereunder times the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If difference between the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation surrender for exercise and the Exercise Price, by the closing price per share on the date of surrender for exercise date of surrender for exercise, as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formulafollows: X=Y (A-B) A Where X= the number Number of shares of Common Stock to be issued to the Warrant Holder Y= the number = ((maximum # of shares of Warrant Shares purchasable under this Warrant or, if only a portion terms of this Warrant is being exercised, the portion of this Warrant being exercised Warrants) X (at (closing price per share on the date of such calculationsurrender for exercise) A= Fair Market Value B= - (Exercise Price Price))) / (as adjusted to closing price per share on the date of such calculationsurrender for exercise) For purposes of Rule 144 promulgated under the 1933 ActShould Warrantholder elect to so surrender this Warrant, it is intended, understood and acknowledged that the this Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holderterminated thereafter, and the holding period for the Warrant Shares Warrantholder shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveno other rights hereunder.

Exercise of Warrants. a. The Exercise Price and the number of Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the terms of this Warrant Agreement. Subject to the provisions of this Warrant Agreement, each Warrant Holder shall have the right, which may be made exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon delivery surrender to the Company, or Vista, 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 NASD and upon payment to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment , as adjusted in accordance with the terms of the Exercise Price may be made at the option of the this Warrant Holder either (a) in cashAgreement, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by for the number of Warrant Shares specified in respect of which such Warrants are then exercised. 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 Election Noticeapplicable Exercise Price, or (b) through a cashless exercise provided in Section 5(b) below. The the Company shall promptly (issue and cause to be delivered with all reasonable dispatch, but in no event later than three (3) business trading days after following such surrender and payment, to or upon the “Date written order of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder of such Warrants and in such name or names as the such Warrant Holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant number of full Shares issuable so purchased upon the exercise of such exercise, with such restrictive legend Warrants as required by the 1933 Act, as applicableset forth herein. Any Such certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share date of the Common Stock (as quoted by surrender of Warrants and payment of the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the applicable Exercise Price of one Warrant Share (as aforesaid; provided, however, that if, at the date of calculation surrender of such Warrants, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as set forth below)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 an unreasonable period. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holder(s) thereof, either in full or from time to time in part and, in lieu the event that any Warrant is exercised in respect of exercising this Warrant for cash, less than all of the Shares issuable upon such exercise at any time prior to the Warrant Holder Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered. Each Warrant may elect to receive that be exercised in whole or in part, but not for less than one hundred (100) Warrant Shares (or such lesser number of Warrant Shares computed using as may at the following formula: X=Y (A-Btime of exercise constitute the maximum number exercisable) A Where X= the number and in excess of shares 100 Warrant Shares in increments of Common Stock to be issued 100 Warrant Shares. Each Warrant is exercisable, subject to the satisfaction of applicable securities laws, at any time during the Exercise Period by the surrender of the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date Company at its principal office or to Vista together with the appropriate form of such calculation) For purposes exercise duly completed and executed on behalf of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and accompanied by the holding period for payment in full of the amount of the aggregate Exercise Price of the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be in immediately available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivefunds.

Exercise of Warrants. a. Exercise Subject to the provisions of this Warrant Agreement, each registered holder of Warrants shall have the right which may be made exercised through ____________, 2005 commencing from the Effective Date and ending at the close of business on __________, 2005 to purchase from the Company (and the Company shall issue and sell to such registered holder of Warrants) the number of fully paid and non-assessable Common Shares specified in such Warrants, upon delivery surrender to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option office of the Warrant Holder either (a) Agent of such Warrants, with the form of election to purchase duly filled in cashand signed, wire transfer or by certified or official bank check payable and upon payment to the order of the Company equal to Exercise Price per share of the Warrant Price, determined in effect at the time of exercise multiplied by accordance with Sections 10 and 11 herein, for the number of shares 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 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 specified in issuable upon exercise of a Warrant. Subject to Section 7, upon such surrender of Warrants, and payment of the Election NoticeWarrant Price as aforesaid, or (b) through a cashless exercise provided in Section 5(b) below. The the Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant 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 share of Common Stock or make any cash or other adjustment except as provided in Section 12 herein, in respect of any fraction of a Common Share otherwise issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicablesurrender. Any Such certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares shares as of the Date date of Exercise the surrender of this Warrant. All Warrant Shares delivered to such Warrants and payment of the Warrant Holder the Company covenantsPrice as aforesaid provided, shall upon due exercise of this Warranthowever, be duly authorizedthat if, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation surrender of such Warrants and payment of such Warrant Price, the transfer books for the Common Shares 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 set forth below)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. 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 lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive event that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this any Warrant is being exercised, exercised in respect of less than all of the portion of this Warrant being exercised (shares specified therein at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted any time prior to the date of expiration of the Warrant, a new Warrant or Warrants will be issued to such calculation) For purposes registered holder for the remaining number of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that shares specified in the Warrant Shares issued in a cashless 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 during the Warrant exercise transaction in period, and the manner described above shall be deemed to have been acquired Company, whenever requested by the Warrant HolderAgent, and the holding period for will supply the Warrant Shares shall be deemed to have commenced, Agent with Warrants duly executed on behalf of the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and Company for such registration statement stays effectivepurpose.

Exercise of Warrants. a. Exercise The registered holder of each Warrant shall have the right, which may be exercised as in such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of Shares specified in such Warrants, upon surrender to the Company, at the office in of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the warrant exercise price, determined in accordance with the provisions of §9 of this Agreement, for the number of Shares in respect of which such Warrant shall be made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Priceis then exercised. Payment of the Exercise Price such warrant exercise price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified check or official bank check draft or postal or express money order, payable in United States dollars, to the order of the Company equal Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Exercise Price per share in effect at §6, upon such surrender of Warrants, and payment of the time of warrant exercise multiplied by price as aforesaid, the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants, and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the Warrant number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in §9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicablesurrender. Any Such certificate or certificates shall be deemed to have been issued and any person so designated by the Warrant Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share date of the Common Stock (surrender of such Warrants and payment of the warrant exercise price as quoted by the Nasdaq Capital Market or other principal trading marketaforesaid; provided, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (however, that if, at the date of calculation surrender of such Warrants and payment of such warrant exercise price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such warrant exercise price shall be effective to constitute the person so designated to be named therein as set forth below)the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised 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. 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 lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive event that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this any Warrant is being exercised, exercised in respect of less than all of the portion of this Warrant being exercised (Shares specified therein at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted any time prior to the date of such calculation) For purposes expiration of Rule 144 promulgated under the 1933 ActWarrants, it is intended, understood and acknowledged that a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant Shares issued in a cashless exercise transaction in so surrendered, and the manner described above shall be deemed Warrant Agent is hereby irrevocably authorized to have been acquired countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of §3 of this Agreement, and the Company, whenever required by the Warrant HolderAgent, and the holding period for will supply the Warrant Shares shall be deemed to have commenced, Agent with Warrants duly executed on behalf of the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and Company for such registration statement stays effectivepurpose.

Exercise of Warrants. a. (a) During the period specified in Section 2.2, any whole number of Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrants at the place or at the places set forth in the Warrant Certificate, with the purchase form set forth in the Warrant Certificate duly executed, accompanied by payment in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds,] of the Exercise Price for each Warrant exercised. The date on which payment in full of the Exercise Price for a Warrant and the duly executed and completed Warrant Certificate are received by the Warrant Agent shall be deemed to be the date on which such Warrant is exercised. The Warrant Agent shall deposit all funds received by it as payment for the exercise of Warrants to the account of the Corporation maintained with it for such purpose and shall advise the Corporation by telephone at the end of each day on which such a payment is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Corporation in writing. (b) The Warrant Agent shall from time to time, as promptly as practicable after the exercise of any Warrants in accordance with the terms and conditions of this Agreement and the Warrant shall be made upon delivery to Certificates, advise the Company pursuant to Section 10, Corporation of (i) this Warrant; the number of Warrants so exercised, (ii) a duly completed the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the certificate or certificates representing [shares of Stock] [Depositary Shares] to which such Holder is entitled upon such exercise, and executed election noticeinstructions of such Holder as to delivery of Warrant Certificates evidencing the balance, in if any, of the form attached hereto (the “Election Notice”) Warrants remaining after such exercise, and (iii) payment such other information as the Corporation shall reasonably require. (c) As soon as practicable after the exercise of any Warrants, the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer Corporation shall issue to or by certified or official bank check payable to upon the order of the Company equal to Exercise Price per share in effect at Holder of the time of exercise multiplied by Warrant Certificate evidencing such Warrants, a certificate or certificates representing the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date [shares of Exercise,” as defined herein) issue or cause Stock] [Depositary Shares] to be issued and cause to be delivered to the Warrant which such Holder is entitled in such name or names as may be directed by such Holder; and, if fewer than all of the Warrants evidenced by such Warrant Certificate were exercised, the Corporation shall execute and an authorized officer of the Warrant Holder may designate in the Election Notice, Agent shall manually authenticate and deliver a certificate for the new Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= Certificate evidencing the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised Warrants remaining unexercised. (at the date of such calculationd) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision The Corporation shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the [Stock] [Depositary Shares]; and in the event that any such transfer is involved, the Corporation shall not be required to issue or deliver any [shares of Stock] [Depositary Shares] until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Corporation's satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.

Exercise of Warrants. a. Exercise Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, 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 part of the 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 in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be made upon delivery deemed to be the Company pursuant to Section 10, date of (i) this Warrant; (ii) a its receipt by the Warrant Agent duly completed filled in and executed election notice, in the form attached hereto (the “Election Notice”) signed and (iii) payment of the Exercise Priceaccompanied by proper funds as hereinafter provided. Payment of the Exercise such Warrant Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order 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 Warrants, and payment of the Company equal to Exercise Warrant Price per share in effect at as aforesaid, the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full shares of Warrant Shares 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 exercisesurrender. The Company covenants and agrees that all Common Stock, with such restrictive legend as required upon issuance against payment in full of the Warrant Price by the 1933 Actholder (or against a cashless exercise as provided in Section 6 of this Agreement) pursuant to this Warrant will be validly issued, fully paid and 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 is at all times equal to or less than the 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 the shares of Common Stock issuable upon the exercise of this Warrant (subject to issuance or notice of issuance) on all 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 action 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 will not take any action which would result in any adjustment in the number of shares purchasable hereunder if the 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 applicablethen amended. Any Each person so designated by 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 Holder to receive Certificate evidencing such Warrants was duly surrendered and payment of the Warrant Shares 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 record of such Warrant Shares as of shares on, and such certificate shall be dated, the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of next succeeding business day on which the Common Stock (as quoted by transfer books of the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveCompany are open.

Exercise of Warrants. a. Exercise (a) Any one Warrant or any multiple of this one Warrant evidenced by any Warrant Certificate may be exercised upon any single occasion on or after the exercise date, and on or before the Expiration Date. A Warrant shall be made upon delivery exercised by the Warrant Holder by surrendering to the Company pursuant to Section 10, Warrant Agent the Warrant Certificate evidencing such Warrant with [COMPUTERSHARE LOGO] the exercise form on the reverse of (i) this Warrant; (ii) a such Warrant Certificate duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of delivering to the Warrant Holder either (a) in cashAgent, wire transfer by good check or by certified or official bank check draft payable to the order of the Company equal to Company, the Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or for each Share to be purchased. (b) through Upon receipt of a cashless Warrant Certificate with the exercise provided form thereon duly executed together with payment in Section 5(b) belowfull of the Exercise Price for the Shares for which Warrants are then being exercised, the Warrant Agent shall requisition from any transfer agent for the Shares, and upon receipt shall make delivery of, certificates evidencing the total number of whole Shares for which Warrants are then being exercised in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Warrant Holder. The Company Such certificates for the Shares shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause be deemed to be issued, and the person whom such Shares are issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares of record shall be deemed to have become a holder of record of such Warrant Shares Shares, as of the Date date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur, provided that if the transfer books of this Warrant. All Warrant Shares delivered the Company with respect to the Warrant Holder the Company covenantsShares, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period closed. The certificates for the Warrant Shares shall be issued as of the date on which such books shall next be open, and the person to whom such Shares are issued of record shall be deemed to have commencedbecome a record holder of such Shares as of the date on which such books shall next be open (whether before, on or after the Expiration Date) and until such date this the Warrant was originally issued. This cashless exercise provision Agent shall be under no duty to deliver any certificate for such warrant Shares. (c) If less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be available to issued and delivered to, or in accordance with, transfer instructions properly given by the Warrant Holder if there is until the Expiration Date. (d) All Warrant Certificates surrendered upon exercise of the Warrants shall be cancelled. (e) Upon the exercise, or conversion of any Warrant, the Warrant Agent shall promptly deposit the payment into an effective registration escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. (f) Expenses incurred by Computershare Trust Company, Inc., acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificate to the shareholder, will be deducted from the exercise fee submitted prior to the distribution of funds to the Company. A detailed accounting statement on file relating to the number of shares exercised, names and registered Warrant Holder(s) and the net amount of exercised funds remitted will be given to the Company with the SEC covering the shares underlying the Warrants and such registration statement stays effectivepayment of each exercise amount.

Exercise of Warrants. a. (a) The Warrants may be exercised during the Exercise of Period, by surrendering this Warrant shall be made upon delivery Certificate at the offices of the Company located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other office as the Company may notify the Warrantholder) with the Election to Exercise form attached hereto as Exhibit A duly completed and signed, and by paying in full to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or (ii) by certified or official bank check payable check, or (iii) by any combination of the foregoing, the Exercise Price for each Warrant Share as to which the Warrants are being exercised and any applicable taxes, other than taxes that the Company is required to pay hereunder. (b) As soon as practicable after any exercise of any Warrants and payment by the Warrantholder of the full Exercise Price for the Warrant Shares as to which the Warrants are then being exercised and any applicable taxes, the Company shall deliver to or upon the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by Warrantholder a certificate or certificates for the number of full Warrant Shares specified to which the Warrantholder is entitled, registered on the books and records of the Company in the Election Notice, name of the Warrantholder or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in Warrantholder shall direct. If all of the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated Warrants evidenced by the Warrant Holder Certificate shall not have been exercised in full, the Company shall issue to receive such Warrantholder a new Warrant Certificate exercisable for the number of Common Shares as to which the Warrants shall not have been exercised. (c) Each person in whose name any such certificate for Warrant Shares is issued shall for all purposes be deemed to have become the holder of record of such Warrant Shares as on the date on which the Warrant Certificate was surrendered to the Company and payment of the Date Exercise Price and any applicable taxes was made to the Company, irrespective of Exercise the date of this Warrant. delivery of such certificate for Warrant Shares. (d) All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, will be duly authorized, validly issued, fully paid and non-assessable. b. If nonassessable. The Company shall pay all documentary stamp taxes attributable to the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number initial issuance of Warrant Shares computed using Shares. The Company shall not be required, however, to pay any tax imposed in connection with any transfer involved in the following formula: X=Y (A-B) A Where X= the number issue of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in name other than that of the manner described above shall be deemed to have been acquired by Warrantholder. In such case, the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision Company shall not be available required to issue any certificate for Warrant Shares until the person or persons requesting the same shall have paid to the Warrant Holder if there Company the amount of any such tax or shall have established to the Company's satisfaction that the tax has been paid or that no tax is an effective registration statement on file due and shall have complied with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveSection 6.02.

Exercise of Warrants. a. Exercise Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, 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 part of the 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 22 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 in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be made upon delivery deemed to be the Company pursuant to Section 10, date of (i) this Warrant; (ii) a its receipt by the Warrant Agent duly completed filled in and executed election notice, in the form attached hereto (the “Election Notice”) signed and (iii) payment of the Exercise Priceaccompanied by proper funds or other consideration as hereinafter provided. Payment of the Exercise such Warrant Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order check, or as set forth in Section 6 hereof. 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 Warrants, and payment of the Company equal to Exercise Warrant Price per share in effect at as aforesaid, the time of exercise multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the Warrant Holder written order of the registered holder of such Warrants and in such name or names as the Warrant Holder such registered holder may designate in the Election Noticedesignate, a certificate or certificates for the number of full shares of Warrant Shares Common Stock so purchased upon the exercise of such Warrants together with cash as provided in Section 12 of this Agreement, in respect of any fraction of a share of such stock issuable upon such exercisesurrender. 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, with and such restrictive legend as required by certificate shall be dated, the 1933 Act, as applicable. Any person so designated by date upon which the Warrant Holder to receive Certificate evidencing such Warrants was duly surrendered and payment of the Warrant Shares 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 record of such Warrant Shares as of shares on, and such certificate shall be dated, the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of next succeeding business day on which the Common Stock (as quoted by transfer books of the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectiveCompany are open.

Exercise of Warrants. a. Exercise (a) During the period specified in Section 2.02, any whole number of this Warrants, if the Warrant Certificate evidencing the same shall have been countersigned by the Warrant Agent, may be made upon delivery to exercised by providing certain information set forth on the Company pursuant to Section 10reverse side of the Warrant Certificate and by paying in full, in lawful money of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”United States of America) and (iiiby bank wire transfer) in immediately available funds, the Exercise Price for each Warrant exercised, to the Warrant Agent at its principal corporate trust office, New York, New York 100; provided that such exercise is subject to receipt within five business days thereof by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Exercise Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate within five business days thereof as aforesaid, 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 Exercise Price. Payment Price in the account of the Exercise Price may be made at Company maintained with it for such purpose and shall advise the option Company immediately by telephone of the receipt and amount of such funds for the exercise of Warrants. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of the number of Warrants exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each holder of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable Certificates evidencing such Warrants with respect to the order delivery of the Company equal Warrant Debt Securities to Exercise Price per share in effect at the time of which such holder is entitled upon such exercise multiplied by the number and delivery of Warrant Shares specified in Certificates evidencing the Election Noticebalance, if any, of the Warrants remaining after such exercise, and such other information as the Company or the Trustee shall reasonably request. (bc) through a cashless As soon as practicable after the exercise provided in Section 5(b) below. The of any Warrant or Warrants, the Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue and deliver or cause to be issued and cause to be delivered (by the Trustee), pursuant to the Indenture, to or upon the order of the holder of the Warrant Holder Certificate evidencing such Warrant or Warrants, the Warrant Debt Securities in authorized denominations to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder and if fewer than all the Warrants evidenced by such Warrant Holder may designate in the Election NoticeCertificate were exercised, a certificate new Warrant Certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be issued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised Warrants remaining unexercised. (at the date of such calculationd) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision The Company shall not be available required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities; and if any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Debt Securities until such tax or other charge shall have been paid or it has been established to the Warrant Holder if there Company’s satisfaction that no such tax or other charge is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effectivedue.