Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 on which 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. a. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered made upon delivery to the Company pursuant to Section 10, of (i) this Section 2(a)Warrant; (ii) a duly completed and executed election notice, in the legal capacity form attached hereto (the “Election Notice”) and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity (iii) payment of the original Exercise Price. Payment of such Notice of Exercise. Notwithstanding anything herein to the contrary, Exercise Price may be made at the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all option of the Warrant Shares available hereunder and the Warrant has been exercised Holder either (a) in fullcash, in which case, the Holder shall surrender this Warrant wire transfer or by certified or official bank check payable to the Company for cancellation within three (3) Trading Days order 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 Company equal to Exercise Price per share in effect at the applicable number time of Warrant Shares purchased. The Holder and the Company shall maintain records showing exercise multiplied by the number of Warrant Shares purchased and specified in the date of such purchasesElection Notice, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contraryor (b) through a cashless exercise provided in Section 5(b) below. The Company shall deliver any objection promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to any Notice 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 within two (2) Business Days of receipt of such noticethis Warrant. The All Warrant Shares delivered to the Warrant Holder and any assigneethe Company covenants, by acceptance shall upon due exercise of this Warrant, acknowledge be duly authorized, validly issued, fully paid and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofnon-assessable.

Exercise of Warrants. (a) Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may ). Certificates for shares purchased hereunder shall be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two Holder within five (25) Trading Days of from the date said Notice of Exercise is delivered delivery to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)Form, the Company shall have received surrender of this Warrant 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 date the Exercise Price is received by the Company. 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 shares for all purposes, as of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 date the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant by payment to the Company for cancellation within three (3) Trading Days of the date Exercise Price and all taxes required to be paid by the final Notice of Exercise is delivered Holder, if any, pursuant to Section 5 prior to the Companyissuance of such shares, have been paid in full. Partial exercises of this Warrant resulting in purchases of a portion of If 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 Company fails to deliver to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of certificate or certificates representing the Warrant Shares hereunder, or indicating the number issuance of such Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofstock 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.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within and within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company 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) Trading Days for delivery, the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankbank or, unless such exercise is made if available, pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within two the earlier of (2i) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price to the Company for the shares specified in the applicable Notice of the Warrant Shares thereby purchased Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. For the avoidance of doubt, there is no circumstance that would require the Company to net cash settle the Warrants.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within two the earlier of (2i) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price for the shares specified in the applicable Notice of the Warrant Shares thereby purchased Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. The Exercise Price and the Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this 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 to purchase from the Company the number of fully-paid and nonassessable Shares specified in such Warrants, upon (i) 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 purchase rights NASD, (ii) payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for Warrant the number of Shares represented by this Warrant in respect of which such Warrants are then exercised and (iii) compliance with the requirements of the Act, the Rules and Regulations and applicable state securities laws, rules and regulations (clauses (i), (ii) and (iii) above are hereinafter collectively referred to as the "Exercise Requirements"). No adjustment shall be made for any cash dividends paid to stockholders of record before the date on which the Warrants are exercised. Upon completion of the Exercise Requirements, the Company shall issue and cause to be delivered, no later than three (3) trading days following such surrender, to the Holders or (subject to Section 3) to such person or persons and in such name or names as such Holder may be madedesignate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, in whole respect of any fractional Shares otherwise issuable upon such surrender, as provided in Section 9 of this Agreement. Such certificate or in partcertificates shall be deemed to have been issued and any person so named therein shall be deemed to have become a holder of record of such Shares as of the date of the completion of the Exercise Requirements; provided, however, that if, at any time the date of surrender of such Warrants, the transfer books for the shares of Common Stock or times 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 such books shall next be opened (whether before, on or after the Initial Exercise Date Warrant Expiration Date) and on or before the Termination Date by delivery to the Company (or until such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled under no duty to conclusively assume deliver any certificate for such Shares; provided further, however, that its records the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. 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, if any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of specified in the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofso surrendered.

Exercise of Warrants. Exercise of Subject to the purchase rights for Warrant Shares represented by provisions hereof, this Warrant may be madeexercised by the holder hereof, in whole or in part, at any time or times on or after by the Initial surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the “Exercise Date and on or before the Termination Date by delivery Agreement”), to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at holder hereof), and (i) upon payment to the address Company in cash, by certified or official bank check or by wire transfer for the account of the Holder appearing Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) delivery to the Company of a written notice of an election to effect a “Cashless Exercise” (as defined in paragraph (b) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder’s designee, as the record owner of such shares, as of the close of business on the books date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of the Company) of a duly executed Notice of Exercise shares specified in the form annexed hereto as Exhibit A (which may Exercise Agreement, shall be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company holder hereof within a reasonable time, not exceeding five (5) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall have received payment shall, at its expense, at the time of the aggregate Exercise Price delivery of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States banksuch certificates, unless such exercise is made pursuant deliver to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this holder a new 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing representing the number of shares with respect to which this Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofnot then have been exercised.

Exercise of Warrants. Exercise of the purchase rights for This Warrant Shares represented by this Warrant may be made, is exercisable 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 (or such other office or agency partial allotments of the Company as it may designate by notice in writing to the registered Holder no less than 1,000 shares at the address Exercise Price per Common Share payable hereunder, payable in cash or by certified or official bank check. Upon surrender of this Warrant Certificate with the Holder appearing on the books of the Company) of a duly executed annexed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days Form duly executed, together with payment of the date said Notice Exercise Price for the Common Shares purchased, the Holder shall be entitled to receive a certificate or certificates for the Common Shares so purchased. No fractional shares shall be issued in connection with any exercise of Exercise is delivered to the Company (or within three (3) Trading Days this Warrant. In lieu of the date said Notice issuance of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)any fractional share, the Company shall have received make a cash payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date then fair market value of such purchasesfractional share as determined by the Company’s Board of Directors. NOTWITHSTANDING ANY OTHER PROVISION OF THIS WARRANT CERTIFICATE, and the Company shall be entitled to conclusively assume that its records of the number of THE HOLDER SHALL NOT BE ENTITLED TO EXERCISE ANY WARRANTS IF, AFTER GIVING EFFECT TO THE EXERCISE, THE HOLDER WILL BE THE LEGAL OR BENEFICIAL OWNER OF MORE THAN 4.9% OF THE COMMON SHARES OF THE COMPANY. THE HOLDER WILL PROVIDE TO THE COMPANY SUCH INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO ENSURE COMPLIANCE WITH THIS PROVISION. Silverado Gold Mines Ltd. -2- Common Stock Purchase Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contraryCertificate No. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.«Certno»

Exercise of Warrants. The Exercise Price and the number of Shares issuable upon the exercise of the purchase rights for Warrant Shares represented by 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 madeexercised 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 exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch, but in no event later than three (3) trading days following such surrender, to or upon the written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in whole respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or in partcertificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at any time the date of surrender of such Warrants, the transfer books for the shares of Common Stock or times 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 Initial Exercise Date Warrant Expiration Date) and on or before the Termination Date by delivery to the Company (or until such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled under no duty to conclusively assume deliver any certificate for such Shares; provided, further, however, that its records the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. 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 Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of specified in the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofso surrendered.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 3(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment deliver the unpaid portion of the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c3(c) below (if available)is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 on which 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 3(d)(i) and the buy-in provision in Section 3(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares ADSs represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice notice of Exercise exercise in the form annexed hereto as Exhibit A (a “Notice of Exercise”), which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares ADSs thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 ADSs 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares ADSs purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares ADSs purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise Subject to Section 2(e), exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Trading Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise of the purchase (a) The rights for Warrant Shares represented by this Warrant -------------------- may be madeexercised by the holder hereof, in whole or in part, by the surrender of this Warrant, with the purchase form attached hereto (or reasonable facsimile thereof) duly executed, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to principal office of the Company at Xxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of the Holder such holder appearing on the books of the Company at any time during the period within which the rights represented by this Warrant may be exercised or, if such exercise is in connection with an underwritten public offering of Shares subject to this Warrant, at the location at which the underwriting agreement requires that such Shares be delivered) and upon payment as provided in Section 1(b) below. The Company agrees that the Shares so purchased shall be and will be deemed to be issued to the holder hereof as the record owner of such Shares immediately prior to the close of business on the date on which this Warrant shall have been surrendered and payment made for such Shares as aforesaid (except that if such exercise is in connection with an underwritten public offering of Shares subject to this Warrant, then such exercise shall be deemed to have been effected upon such surrender of this Warrant). On each day that an exercise of this Warrant is deemed effected, the person or persons in whose name or names any certificate or certificates of Shares are issuable upon such exercise shall be deemed to have become the holder or holders of record of such Shares. Certificates for the Shares so purchased shall be delivered, at the Company's expense (including, without limitation, the payment by the Company of any applicable issue, stamp or other taxes), to the holder hereof as promptly as practicable thereafter, but in each case within five (5) days, after the rights represented by this Warrant shall have been exercised (unless such exercise shall be in connection with a public offering of Shares subject to this Warrant, in which event concurrently with such exercise) and, in case such exercise is in part only, a duly executed Notice new Warrant or Warrants of Exercise like tenor, calling in the form annexed hereto as Exhibit A aggregate on the face or faces thereof for the number (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationfractional) of Shares (without giving effect to any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 (3adjustment therein) 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 the applicable number of Shares with respect to which this Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company not then have been exercised shall also be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice issued to the contraryholder within such time. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Certificates for fractional Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may will not be less than the amount stated on the face hereofissued.

Exercise of Warrants. Exercise Subject to the terms of this Agreement, -------------------- the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in partWarrantholder shall have the right, at any time or times during the five-year period ending at 5:00 P.M., New York time, on or after the Initial Exercise Date fifth anniversary of the date hereof (the "Termination Date"), to purchase from the Company up to the number of fully paid and on or before nonassessable Shares which the Termination Date by delivery Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, at its principal office, of the certificate evidencing the Warrant to be exercised, together with the purchase form annexed thereto duly filled in and signed, and upon payment to the Company (or such other office or agency of the Company Warrant Price (as it may designate by notice defined in writing to and determined in accordance with the registered Holder at provisions of Sections 6 and 7 hereof), for the address number of Shares in respect of which such Warrant is then exercised. Payment of the Holder appearing on the books aggregate Warrant Price shall be made in cash or by certified or cashier's check or by wire transfer of funds or by surrender of Warrants for cashless exercise as provided in Section 6. Upon such surrender of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days Warrant and payment of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)Warrant Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have received been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of surrender of the Warrant and payment of the aggregate Exercise Price Warrant Price, as aforesaid, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the stock transfer books of the Company shall then be closed. The Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be requiredexercisable, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume at the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity election of the original Warrantholder, either in full or from time to time in part and, in the event that a certificate evidencing the Warrant is exercised in respect of such Notice of Exercise. 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 less than all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant specified therein at any time prior to the Company for cancellation within three (3) Trading Days of Termination Date, a new certificate evidencing 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a remaining portion of the Warrant Shares hereunder, will be issued by the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.

Exercise of Warrants. Exercise Subject to Section 2(e), exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is then permitted and is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise The Holder's right to exercise this Warrant shall vest in equal increments at the first, second and third anniversaries of the purchase rights for date of issuance of this Warrant; provided, however, that the Holder's right to exercise the Warrant Shares represented by this shall fully vest immediately prior to a public offering of the Company's common stock. This Warrant may be made, is exercisable in whole or in partpart at the Exercise Price per share of Common Stock payable hereunder, at payable in cash or by certified or official bank check. The only condition to vesting of the Holder's right to exercise this Warrant shall be the passage of time and Holder's right to exercise the Option shall not be terminated for any time reason, including (without limitation) by reason of death, disability, incapacity or times on or after termination of employment. Upon surrender of this Warrant Certificate with the Initial annexed Notice of Exercise Date and on or before the Termination Date Form duly executed (which Notice of Exercise Form may be submitted either by delivery to the Company (or such other office or agency of the Company by facsimile transmission as it may designate by notice provided in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such daySection 8 hereof), the Company shall have received together with payment of the aggregate Exercise Price for the shares of Common Stock purchased, the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company Holder shall be entitled to conclusively assume receive a certificate or certificates for the genuineness shares of any signature on any Notice Common Stock so purchased. For the purposes of Exercise delivered to the Company pursuant to this Section 2(a)2, the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder "Market Value" 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 the applicable number average closing bid price of Warrant Shares purchased. The Holder and a share of Common Stock, as reported by Bloomberg, LP or, if not so reported, as reported on the Company shall maintain records showing over-the-counter market for the five (5) trading days preceding the Company's receipt of the Notice of Exercise Form duly executed, multiplied by the number of Warrant Shares purchased and the date shares of such purchases, and the Company shall Common Stock to be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance issued upon surrender of this WarrantWarrant Certificate. UPON EXERCISE OF THE WARRANT AND ISSUANCE OF THE UNDERLYING SHARES OF COMMON STOCK, acknowledge and agree thatTHE HOLDER AND/OR ANY AFFILIATE (AS DEFINED BY THE SECURITIES AND EXCHANGE ACT OF 1934) TO WHOM SOME OR ALL OF THE WARRANT SHALL HAVE BEEN TRANSFERRED OR ASSIGNED SHALL GRANT TO ZACKXXX XXXXX, by reason of the provisions of this paragraphXX ANY CAPACITY, following the purchase of a portion of the Warrant Shares hereunderCURRENTLY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofAN IRREVOCABLE PROXY TO VOTE THE SHARES OF COMMON STOCK UNDERLYING THE WARRANT, WHICH PROXY SHALL EXPIRE FIVE (5) YEARS FROM THE DATE OF GRANT.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within two the earlier of (2i) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price to the Company for the shares specified in the applicable Notice of the Warrant Shares thereby purchased Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Corporation (i) the Warrant Certificate evidencing the Warrants to be exercised, (ii) an election to purchase the Class A Common Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the Holder on the reverse of the purchase rights Warrant Certificate, and (iii) the Exercise Price for each Warrant Shares represented to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate, (B) the Election to Purchase, or (C) the Exercise Price therefor (unless the Holder has requested net cash settlement of such Warrants pursuant to Section 2.03(c) of this Warrant may Agreement), is received by the Corporation after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be madedeemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, in whole the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or in part, at any time or times on or deemed to be received after the Initial Exercise Date Expiration Date, the exercise thereof will be null and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is void and any funds delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered Corporation will be returned to the Company if Holder as soon as practicable. In no event will interest accrue on funds deposited with the Notice Corporation in respect of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment an exercise or attempted exercise of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)Warrants. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) The validity of any Notice exercise of Exercise form Warrants will be required. The Company shall determined by the Corporation in its sole discretion and such determination will be entitled to conclusively assume final and binding upon the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company Corporation. The Corporation shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records inform a Holder promptly of the number invalidity of Warrant Shares purchased and the date any exercise of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofWarrants.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Loan Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c2(d) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a2(b), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant The Warrants may be made, exercised in whole or in partthe amounts set forth below, at any time or times on or after prior to three (3) months following the Initial Exercise Date third anniversary of the date of closing of the Series C Convertible Preferred Stock financing for the Company ("Expiration Date"). The Warrants shall be exercisable by presentation and on or before the Termination Date by delivery surrender of these Warrants to the Company at its principal office (which on the date hereof is 1820 Xxxxxxx Xxxxx, Xxx Xxxxx, xx at the office of its stock transfer agent (which on the date hereof is the Company), if any, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or such other office by certified or agency of the Company as it may designate by notice in writing official bank check or checks, payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed Notice the Exercise Price for the number of shares specified in such form. Upon receipt by the Company of these Warrants, together with the Exercise Price, at its office, or by the Company's stock transfer agent at its office, in proper form for exercise, the form annexed hereto as Exhibit A (which may Holder shall be delivered in a .PDF format via electronic mail pursuant deemed to be the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days holder of record of the date said Notice Warrant Stock (and Other Securities) issuable upon such exercise, notwithstanding that the transfer books of Exercise is the Company shall then be closed or that certificates representing such Warrant Stock (or Other Securities) shall not then be actually delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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 requiredHolder. The Company shall be entitled to conclusively assume the genuineness of pay any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, documentary stamp or electronic and the authenticity similar issue or transfer taxes payable in respect of the original of such Notice of Exercise. 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 issue or delivery of Warrant Shares available hereunder shall have the effect Stock (and Other Securities) upon exercise of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthese Warrants.

Exercise of Warrants. Exercise of In the purchase rights for Warrant Shares represented by this Warrant may be madeevent the Closing shall not have occurred prior to April 27, 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 1998 (or such other office or agency of later date on which the Company as it may designate by notice in writing Warrants are to expire) (the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day"WARRANT EXERCISE DATE"), the Company Partnership shall have received payment exercise the Warrants in full prior to the close of business, New York City time, on such date. In the aggregate Exercise Price of event the Closing shall occur prior to the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankExercise Date, unless such the Partnership shall exercise is made pursuant the Warrants in full immediately prior to the cashless exercise procedure specified in Section 2(c) below (if available). 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 requiredClosing. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder Partnership shall not be required to physically surrender exercise the Warrants in accordance with this Warrant Section 2.3(a) unless on or prior to the Company until Warrant Exercise Date or the Holder has purchased all of Closing Date, as the Warrant Shares case may be, it shall have received from Parent or Holdco Sub immediately available hereunder and the Warrant has been exercised funds in fullan amount equal to $28,356,015, in which case, the Holder shall surrender this Warrant is equal to the Company aggregate exercise price for cancellation within three the Warrants (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 "AGGREGATE EXERCISE PRICE"), or until immediately available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder funds in an amount equal to the applicable number Aggregate Exercise Price have been transferred to the Company by Parent on behalf of Warrant Shares purchasedthe Partnership. The Holder obligation of the Partnership to repay such advance shall be evidenced by a note in the form of Exhibit E (the "NOTE"), which note shall be secured by a pledge of the shares of Company Class A Common Stock issued upon exercise of the Warrants in the form of Exhibit F (the "PLEDGE"). The Partnership shall pay to Parent interest on the Aggregate Exercise Price from (and the Company shall maintain records showing the number of Warrant Shares purchased and including) the date of on which the Aggregate Exercise Price is advanced to (or on behalf of) the Partnership to (but excluding) the date the Note (and such purchasesinterest) is repaid. Such interest, if any, and the Company Aggregate Exercise Price shall be entitled payable by the Partnership to conclusively assume that Parent, without offset, at the earlier to occur of (i) the Closing and (ii) the date this Agreement is terminated in accordance with its records terms (the "TERMINATION DATE"). Such interest shall accrue (A) for any period ending on or prior to July 25, 1998, at a rate equal to the sum of the "Applicable Eurodollar Margin" and the "Eurodollar Rate" at the time in effect under the Credit Agreement, assuming a 30-day Interest Period (as defined in the Credit Agreement) (such interest rate from time to time in effect, the "REVOLVING INTEREST RATE"; PROVIDED, HOWEVER, that no amendment to the Credit Agreement shall have the effect of modifying the Revolving Interest Rate hereunder) and (B) for any period from and including July 25, 1998, at a rate of 10% per annum. If the Closing occurs, the aggregate Cash Election Share Price payable and/or the aggregate number of Warrant Exchange Shares purchased to be delivered by Parent and Holdco Sub at the date Closing shall be reduced by the amount of such purchases are accurate, absent actual notice principal and interest payable by the Partnership under the Note (the "PAYOFF AMOUNT") in respect of each Partner in proportion to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason each Partner's allocable share of the provisions Payoff Amount, the determination of this paragraph, following the purchase of a portion of the Warrant Payoff Amount allocable to the Cash Electing Partners and the Share Electing Partners to be made by the Partnership and notified to Parent in writing at least three Business Days in advance of the Closing. Any reduction in the Exchange Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may to be less than the amount stated issued shall be based on the face hereofaverage closing price for Parent Class A Common Stock as of the close of business for each of the ten trading days ending on and including the third Business Day preceding the Closing Date.

Exercise of Warrants. 1.1 During any one-month period, specified by the Company in a Put Notice (The Exercise Period), delivered to the Warrant holder, and prior to 4:30 p.m. Eastern Standard Time on the Expiration Date, the Warrant holder shall, during such Exercise Period exercise the Outstanding Amount of the purchase rights for Warrant Shares represented by this Warrant may be 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 delivering to the Company (or such other office or agency a Notice of the Company as it may designate Exercise duly executed and completed by notice in writing to the registered Holder Warrant holder, at the address of the Holder appearing on the books office of the Company) of a duly executed Notice of Exercise , attention: Mx. Xxxxx Xxxxx, Secretary/Treasurer, together with payment in the form annexed hereto as Exhibit A (which may be delivered full in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days lawful money of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days United States, of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment portion of the aggregate Exercise Price Outstanding Amount of the Warrant Shares thereby purchased being exercised by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein Such payment shall be made by wire transfer of immediately available funds to the contraryaccount of Phoenix Resources Technologies, Inc. at Whatcom State Bank, Point Rxxxxxx Branch, 400 Xxxx Xxxxx, Xxxxx Xxxxxxx, XX 98281 Account No.: 3000000000 ABA Wire Code No: 100000000. Upon exercise, the Holder Warrant holder shall not be required receive the number of Shares equal to physically surrender the Outstanding Amount being exercised divided by the applicable Exercise Price. Upon receipt of the aforesaid payment, the Company shall issue instructions to its transfer agent to issue such Shares to the Warrant holder within five (5) business days of the Company's receipt of such payment. Provided that the entire Outstanding Amount during any Exercise Period is exercised, and subject to the other restrictions contained in this Warrant to or in the Equity Line Agreement dated April 12, 2000 between the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which caseholder, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days timing and number of the date the final Notice Notices of Exercise is delivered by the Warrant holder 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records at the discretion of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contraryholder. The Company shall deliver any objection to may treat any Notice of Exercise within two (2) Business Days of receipt of such noticereceived by it by facsimile after 4:30 p.m. Eastern Standard Time to be received on the next business day. The Holder Any Outstanding Amount that is not exercised during the relevant Exercise Period shall not be carried forward and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason may not be exercised at a later date without the prior written approval of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant The warrants may be madeexercised by the Holder, in whole or in partpart (but not as to a fractional share of Common Stock), by surrender of this Warrant Certificate at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to principle office of the Company at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX X0X 0X0 (or such other office or agency of the Company as it may designate be designated by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company), with the appropriate form attached duly exercised, at any time within the period beginning one day after the Holder's subscription for Units (each Unit consisting of one share of no par value Common Stock of the Company at $0.60 per share) was accepted by the Company, and expiring on that date which is exactly eighteen months and one day after the Holder's subscription for Units was accepted by the Company (the "Exercise Period") and by payment to the Company by certified check or bank draft of a duly executed Notice the purchase price for such shares. The Company agrees that the shares of Exercise in Common Stock so purchased shall be and are deemed to be issued to the form annexed hereto Holder as Exhibit A (the record owner of such shares of Common Stock as of the close of business on the date on which may be delivered in a .PDF format via electronic mail the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is Section 2E, shall be delivered to the Company Holder promptly and in no event later than ten (or within three (310) Trading Days of days after the date said Notice of Exercise is Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on Holder within such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftime.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement)hereto. Within two the earlier of (2i) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price for the shares specified in the applicable Notice of the Warrant Shares thereby purchased Exercise by wire transfer or cashier’s 's check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise At any time, the Collateral Manager may, subject to Section 10.2(d), direct the Trustee to apply Interest Proceeds (but not Principal Proceeds) to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless (i) the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the purchase rights for Warrant Shares represented workout or restructuring and (y) any Equity Security received as a result will be sold prior to receipt by this Warrant may be madethe Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in whole or in partthe related Underlying Documents, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such other office Equity Security as soon as practicable after such sale or agency disposition is permitted by applicable law and not prohibited by such contractual restriction and (ii) the Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Company as it may designate by notice in writing to the registered Holder at the address Xxxxxxx Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the Holder appearing on loan securitization exclusion under the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 fullXxxxxxx Rule, in which case, such Equity Security may be received by the Holder shall surrender this Warrant Issuer and the Collateral Manager will use commercially reasonable efforts to effect the Company for cancellation sale of such Equity Security within three years after receipt; provided, further that, with respect to any such exercise, the Issuer shall only apply Interest Proceeds (3including Contributions treated as Interest Proceeds) Trading Days in excess of the date amount of Interest Proceeds required (x) to pay interest due and payable on the final Notice Secured Notes on the next succeeding Payment Date and (y) to cure any Coverage Test failure continuing at such time. For the avoidance of Exercise is delivered to the Company. Partial exercises of this Warrant resulting doubt, any sale or other disposition described 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two clause (2i) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time or (ii) above may be less than the amount stated on the face hereofto ORCC or otherwise.

Exercise of Warrants. Exercise All or any part of the purchase rights for Warrant Shares represented by this Warrant Warrants may be made, in whole or in part, exercised at any time during the Term by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or times on by its duly authorized attorney, and, unless a Cashless Exercise is elected, paying the applicable Exercise Price at the office of the Company, 16125 SW 72nd Ave., Portland, Oregon 97224, or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or at such other office or agency of xx xxxxxx xx xxx Xxxxxxx xxx xxxxxxxxx. Xxe date on which such instructions are received by the Company as it may designate by notice in writing to shall be the registered Holder at the address date of exercise. If the Holder appearing on the books has elected a Cashless Exercise, such instructions shall so state. Upon receipt of the Company) notice of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant exercise. When such certificates are prepared, the Company shall notify the Warrantholder and deliver such certificates to the Warrantholder or as per the Warrantholder's instructions immediately upon payment in full by the Warrantholder, in lawful money of the United States, of the Exercise Price (if any) payable with respect to the Securities being purchased, if any. Certificates representing the Securities received upon exercise of Warrants shall bear such legends as may be required by the Act, the Rules and Regulations and any comparable provisions of State law. If fewer than all the Securities purchasable under the Warrants are purchased, the Company will, upon such partial exercise, execute and deliver to the Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing that portion of the Warrants not exercised. The Securities to be obtained on exercise of the Warrants will be deemed to have received been issued, and any person exercising the Warrants will be deemed to have become a holder of record of those Securities, as of the date of the payment of the aggregate Exercise Price or notice of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Cashless Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise At any time, the Collateral Manager may, subject to Section 10.2(d), direct the Trustee to apply Interest Proceeds or(but not Principal Proceeds) to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless (i) the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the purchase rights for Warrant Shares represented workout or restructuring and (y) any Equity Security received as a result will be sold prior to receipt by this Warrant may be madethe Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in whole or in partthe related Underlying Instruments, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such other office Equity Security as soon as practicable after such sale or agency disposition is permitted by applicable law and not prohibited by such contractual restriction and (ii) the Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Company as it may designate by notice in writing to the registered Holder at the address Xxxxxxx Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the Holder appearing on loan securitization exclusion under the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 fullXxxxxxx Rule, in which case, such Equity Security may be received by the Holder shall surrender this Warrant Issuer and the Collateral Manager will use commercially reasonable efforts to effect the Company for cancellation sale of such Equity Security within three years after receipt; provided, further (3including the acquisition of Equity Securities) Trading Days ; provided that , with respect to any such exercise, the Issuer shall only apply Interest Proceeds (including Contributions designated as Interest Proceeds) in excess of the date amount of Interest Proceeds required (x) to pay interest due and payable on the final Notice Secured Notes on the next succeeding Payment Date and (y) to cure any Coverage Test failure continuing at such time; provided, further that, the aggregate amount of Exercise is delivered Principal Proceeds (excluding Contributions treated as Principal Proceeds) used to make payments under this Section 12.2(d) since the Company. Partial exercises of this Warrant resulting in purchases of a portion Closing Date shall not exceed 3.0% of the total number Target Initial Par Amount. For the avoidance of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder doubt, any sale or other disposition described in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two clause (2i) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time or (ii) above may be less than to ORBDCC or otherwise. such application of Interest Proceeds would not cause the amount stated non-payment or deferral of interest on any Class of Secured Notes on the face hereofimmediately succeeding Payment Date on a pro forma basis, as determined by the Collateral Manager in its commercially reasonable judgment.

Exercise of Warrants. Exercise Subject to Section 2(e), exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased and/or Prefunded Warrants specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 and/or Prefunded Warrants 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 and/or Prefunded Warrants available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares and/or Prefunded Warrants purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares and/or Prefunded Warrants purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares and/or Prefunded Warrants hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. 1.1 During any one-month period, specified by the Company in a Put Notice (The Exercise Period), delivered to the Warrant holder, and prior to 4:30 p.m. Eastern Standard Time on the Expiration Date, the Warrant holder shall, during such Exercise Period exercise the Outstanding Amount of the purchase rights for Warrant Shares represented by this Warrant may be 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 delivering to the Company (or such other office or agency a Notice of the Company as it may designate Exercise duly executed and completed by notice in writing to the registered Holder Warrant holder, at the address of the Holder appearing on the books office of the Company) of a duly executed Notice of Exercise , attention: Xx. Xxxxx Fayle, Secretary/Treasurer, together with payment in the form annexed hereto as Exhibit A (which may be delivered full in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days lawful money of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days United States, of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment portion of the aggregate Exercise Price Outstanding Amount of the Warrant Shares thereby purchased being exercised by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein Such payment shall be made by wire transfer of immediately available funds to the contraryaccount of Phoenix Resources Technologies, Inc. at Whatcom State Bank, Point Xxxxxxx Branch, 000 Xxxx Xxxxx, Xxxxx Xxxxxxx, WA 98281 Account No.: 0000000000 ABA Wire Code No: 000000000. Upon exercise, the Holder Warrant holder shall not be required receive the number of Shares equal to physically surrender the Outstanding Amount being exercised divided by the applicable Exercise Price. Upon receipt of the aforesaid payment, the Company shall issue instructions to its transfer agent to issue such Shares to the Warrant holder within five (5) business days of the Company's receipt of such payment. Provided that the entire Outstanding Amount during any Exercise Period is exercised, and subject to the other restrictions contained in this Warrant to or in the Equity Line Agreement dated April 12, 2000 between the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which caseholder, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days timing and number of the date the final Notice Notices of Exercise is delivered by the Warrant holder 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records at the discretion of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contraryholder. The Company shall deliver any objection to may treat any Notice of Exercise within two (2) Business Days of receipt of such noticereceived by it by facsimile after 4:30 p.m. Eastern Standard Time to be received on the next business day. The Holder Any Outstanding Amount that is not exercised during the relevant Exercise Period shall not be carried forward and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason may not be exercised at a later date without the prior written approval of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement)hereto. Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price for the shares specified in the applicable Notice of the Warrant Shares thereby purchased Exercise by wire transfer or cashier’s check drawn on a United States or Israeli bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 five (35) 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. (a) Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may ). Certificates for shares purchased hereunder shall be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two Holder within five (25) Trading Days of from the date said Notice of Exercise is delivered delivery to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)Form, the Company shall have received surrender of this Warrant 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 date the Exercise Price is received by the Company. 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 shares for all purposes, as of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 date the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant by payment to the Company for cancellation within three (3) Trading Days of the date Exercise Price and all taxes required to be paid by the final Notice of Exercise is delivered Holder, if any, pursuant to Section 5 prior to the Companyissuance of such shares, have been paid. Partial exercises of this Warrant resulting in purchases of a portion of If 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 Company fails to deliver to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of certificate or certificates representing the Warrant Shares hereunderpursuant to this Section 3(a) by the Warrant Share Delivery Date, then the number of Warrant Shares available for purchase hereunder at any given time may be less than Holder will have the amount stated on the face hereofright to rescind such exercise.

Exercise of Warrants. Exercise 3.1. MANNER OF EXERCISE From and after the date hereof and until 5:00 p.m., New York City time, on the Expiration Date, a Holder may exercise any of its Warrants, on any Business Day, for all or any part of the purchase rights for Warrant Shares represented by this Warrant may be madenumber of shares of Common Stock purchasable thereunder. In order to exercise a Warrant, 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 a Holder shall deliver to the Company at the Company's Principal Office, (1) a written notice of such Holder's election to exercise such Warrant, which notice shall include the number of shares of Common Stock to be purchased, (2) payment of the Warrant Price for the account of the Company and (3) such Warrant. Such notice shall be substantially in the form of the Election to Purchase Form set forth on the reverse side of the form of Warrant Certificate attached as Exhibit A hereto, duly executed by such Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, deliver or cause to be delivered to such Holder an executed certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the notice and shall be registered in the name of such Holder or such other office name as shall be designated in such notice. Each Warrant shall be deemed to have been exercised and such certificate or agency certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date such notice, together with cash, or certified check or official bank check or wire transfer in lawful money of the United States of America for payment of the Warrant Price and such Warrant, is received by the Company as it may designate described above and all taxes required to be paid by notice in writing such Holder, if any, pursuant to Section 3.2 prior to the registered Holder at the address issuance of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise such shares have been paid. If any Warrant shall have been exercised in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)part, the Company shall have received payment shall, at the time of delivery of the aggregate Exercise Price certificate or certificates representing Warrant Stock, deliver to the Holder a new Warrant evidencing the rights of such Holder to purchase the unpurchased shares of Common Stock called for by such Warrant, which new Warrant shall in all other respects be identical with the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn exercised in part, or, at the request of such Holder, appropriate notation may be made on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic exercised Warrant and the authenticity of the original of same returned to such Notice of Exerciseholder. Notwithstanding anything any provision herein to the contrary, the Holder Company shall not be required to physically surrender register shares in the name of any Person who acquired a Warrant (or part thereof) or any Warrant Stock otherwise than in accordance with such Warrant and this Warrant to the Company until the Holder has purchased all Agreement. Payment of the Warrant Shares available hereunder and Price shall be made at the Warrant has been exercised in full, in which case, option of the Holder shall by certified or official bank check or wire transfer or surrender this of unexercised Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Companyor any combination thereof, duly executed by such Holder or by such Holder's attorney duly authorized in writing. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder Warrants so surrendered shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount a value equal to the applicable number current market price (as defined in Section 5.6) of the shares of Warrant Shares purchased. The Stock issuable upon exercise of such Warrant minus the Current Warrant Price of such Warrant; PROVIDED, HOWEVER, that if such exercise occurs in connection with, or within ten (10) business days of, an event described in paragraph (a) of Section 6.2, then each Warrant so surrendered shall have a value equal to the greater of (i) the current market price (as defined in Section 5.6) of the shares of Warrant Stock issuable upon exercise of such Warrant or (ii) the fair market value (determined in a manner consistent with Section 5.7) of the consideration that the Holder and the Company shall maintain records showing would have received in connection with such event with respect to the number of shares of Warrant Shares purchased and the date Stock issuable upon exercise of such purchases, and Warrant had such Warrant been exercised prior to the Company shall be entitled to conclusively assume that its records earlier of the number of record date or the effective date for such event, in either case reduced by the Current Warrant Shares purchased and the date Price of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise (a) Subject to the terms and conditions of this Agreement, the purchase rights for Warrant Shares represented by this Warrant Holder of any Warrants may be madeexercise, in whole or in part, at any time such Holder’s right to purchase the Warrant Shares by completing, executing and delivering a physical copy or times on or after the Initial .pdf copy via email of a Notice of Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing with a copy to the registered Warrant Agent in accordance with Section 8.2. The exercising Holder at shall be required to physically surrender the address of the Holder appearing on the books of the CompanyWarrant Certificate (if any) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth Warrant Agent in the Purchase Agreement)connection with any exercise thereof. Within two (2) Trading Days of the date said Notice of Exercise is delivered Except to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to extent that the cashless exercise procedure specified in Section 2(c4.3(b) below is specified in the applicable Notice of Exercise, within the earlier of (if available)i) two (2) Trading Days or (ii) the number of Trading Days comprising the Standard Settlement Period following the date on which the Company received the Notice of Exercise, the applicable Holder shall pay to the Warrant Agent on behalf of the Company an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which the Warrants are being exercised (the “Aggregate Exercise Price”) in United States dollars by personal, certified or official bank check payable to the Warrant Agent or by wire transfer to an account specified in writing by the Warrant Agent to such Holder. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required unless required by the Warrant Agent in the case of an issuance of Warrant Shares to physically surrender this Warrant to a Person who is not the Company until the registered 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 Companybeing exercised. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Following the exercise by a Holder of any of its Warrants, the Warrant Agent shall reduce the Warrant Register and such Hoxxxx’x position by the number of Warrants duly exercised. As stated above, if a Warrant Certificate is surrendered by the exercising Holder and such Warrant Certificate covers a larger number of Warrants than the number exercised, the Warrant Agent shall deliver to the exercising Holder a New Warrant Certificate for the unexercised portion of such Warrant Certificate. Except as otherwise set forth herein, any exercise of Warrants pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company shall maintain records showing Company, enforceable in accordance with the number terms of the Warrants and this Agreement. Any Warrant Shares purchased and the date of such purchases, and Certificate surrendered upon exercise to the Company or the Warrant Agent by a Holder shall be entitled to conclusively assume that its records of promptly cancelled by the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.

Exercise of Warrants. Exercise Upon the exercise of any Warrants after the Effective Date, the Company will pay the Representative and the Co-Manager, as principal and not in its representative capacity, a fee of four percent (4%) of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after difference between the Initial Exercise Date initial offering price and on or before the Termination Date by delivery to the Company (or such other office or agency aggregate exercise price of the Company as it may designate by notice in writing to Warrants if: (i) the registered Holder at the address of the Holder appearing on the books market price of the Company's Stock is greater than the exercise price of the Warrants on the date of exercise; (ii) the exercise of the Warrants was solicited by a duly executed Notice member of Exercise in the form annexed hereto as Exhibit A NASD; (which may be delivered iii) the Warrants are not held in a .PDF format via electronic mail pursuant discretionary account; (iv) the disclosure of compensation arrangements has been made in documents provided to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days customers, both as part of the date said Notice of Exercise is delivered to original offering and at the Company (or within three (3) Trading Days time of the date said Notice of Exercise is delivered to exercise; (v) the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment solicitation of the aggregate Exercise Price exercise of the Warrant Shares thereby purchased Warrants was not in violation of Regulation M promulgated under the Exchange Act; and (vi) the solicitation of the exercise of the Warrants is in compliance with NASD Notice to Members 81-38. The warrant solicitation fee is to be received only by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to brokers designated in writing by the cashless exercise procedure specified in Section 2(c) below (if available). 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 requiredCompany. The Company shall be entitled agrees not to conclusively assume solicit the genuineness exercise of any signature on any Notice of Exercise delivered to Warrants through brokers or dealers other than through the Representative and the Co-Managers provided that the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant pay the Representative or the Co-Managers any solicitation fee as to any Warrants solicited solely by the Company until without any action on the Holder has purchased all part of the Warrant Shares available hereunder Representative and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to Co-Managers and provided the Company for cancellation within three (3) Trading Days is permitted by applicable laws to so solicit the exercise 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contraryWarrants. The Company shall deliver will not authorize any objection other dealer to any Notice engage in such solicitation without the prior written consent of Exercise within two (2) Business Days of receipt of such noticethe Representative and the Co-Managers. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason exercise of the provisions of this paragraph, following Warrants other than through the purchase of a portion Representative and the Co-Managers will be presumed to be unsolicited unless the customer has indicated in writing that the transaction was not unsolicited and has designated the broker/dealer which is to receive compensation for the exercise. The warrant solicitation fee to be paid upon the exercise of the Warrant Shares hereunder, warrants will not be paid before (12) twelve months after the number effective date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofoffering.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant the Warrants may be made, in whole or in partpart in integral multiples of one whole Warrant, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by (1) surrender of this Warrant certificate to the Company (or such other office or agency of the Company in the City of New York as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) and (2) delivery to the Company (or such other office or agency of the Company in the City of New York as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto as Exhibit A hereto, and within three (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (23) Trading Days (defined below) of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)Company, the Company shall have received payment of the aggregate Exercise Price (defined below) of the Warrant Shares shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bankbank or, unless such exercise is made if available, pursuant to the cashless exercise procedure Cashless Exercise as specified in Section 2(c1(c) below (if available)below. On the Share Delivery Date set forth below, the Company shall issue a number of shares of Common Stock, for each Warrant exercised, equal to the Warrant Shares or as set forth in Section 1(c) below, as applicable. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares shares of Common Stock purchased upon exercise of Warrants and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days business day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise Upon presentation and surrender of this Common Stock Purchase Warrant Certificate ("Warrant Certificate" or "Certificate"), accompanied by a completed Election to Purchase in the form attached hereto as Exhibit A (the "Election to Purchase") duly executed, at the principal office of the purchase rights for Warrant Shares represented by this Warrant may be madeCompany currently located at 000 Xxxxxx Xxxxx, in whole or in partXxxxx Xxxxxxx, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company Xxxxxxxxxx 00000, Attn: Chief Financial Officer (or such other office or agency of the Company within the United States as it the Company may designate by notice in writing to the registered Holder at Holder), together with (a) a check payable to, or wire transfer to, the address Company in the amount of the Exercise Price multiplied by the number of Shares being purchased or (b) if the Holder appearing on is effectuating a Cashless Exercise (as defined in Section 9 hereof) pursuant to Section 9 hereof, written notice of an election to effect such a Cashless Exercise for the books number of Shares specified in the Election to Purchase, the Company or the Company) of a duly executed Notice of Exercise 's Transfer Agent, as the case may be, shall as soon as practicable, but in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or any event within three (3) Trading Days business days thereafter, deliver to the Holder hereof certificates for fully paid and non-assessable shares of Common Stock which in the aggregate represent the number of Shares being purchased. The certificates so delivered shall be in such denominations as may be requested by the Holder and shall be registered in the name of the date said Notice Holder or such other name as shall be designated by the Holder. All or less than all of Exercise is delivered to the Company if Warrants represented by this Certificate may be exercised and, in case of the Notice exercise of Exercise is received after 12 p.m. EST on such day)less than all, the Company shall have received payment of shall, upon surrender hereof, at the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankCompany's expense, unless such exercise is made pursuant deliver to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice Holder a new Warrant Certificate or Certificates 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity like tenor and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 dated the date the final Notice of Exercise is delivered hereof entitling said Holder 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing purchase the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, represented by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCertificate which have not been exercised.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 3(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c3(c) below (if available)is specified in the applicable Notice of Exercise. 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the purchase rights Shares purchasable hereunder, a new Warrant of like tenor for Warrant the balance of the remaining Shares represented purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by this Warrant may be made, in whole the enclosed cash or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery check made payable to the Company (or such other office or agency in the amount of $ ; [ ] by wire transfer of United States funds to the account of the Company as it may designate by notice in writing the amount of $__________, which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the registered Holder at the address of the Holder appearing on the books instructions of the Company) ; or [ ] by conversion of a duly executed Notice of Exercise the Warrant into Shares in the form annexed hereto as Exhibit A manner specified in Section 1.3 of the Warrant. The undersigned agrees that: (which may be delivered in 1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a .PDF format via electronic mail registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the notice Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to Electric Aquagenics Unlimited, Inc. has rendered an opinion in writing and addressed to Electric Aquagenics Unlimited, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) Electric Aquagenics Unlimited, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from Electric Aquagenics Unlimited, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) Electric Aquagenics Unlimited, Inc. may affix the legend set forth in the Purchase Agreement). Within two (2) Trading Days Section 3.1 of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until certificates for the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullhereby subscribed for, 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 if such legend is delivered to the Companyapplicable. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.Dated: ____________________________________________ Signed: _________________________________ Signature guaranteed: ________________________________ Address: ________________________________

Exercise of Warrants. Exercise At any time, the Collateral Manager may, subject to Section 10.2(d), direct the Trustee to apply Interest Proceeds or Principal Proceeds to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless (i) the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the purchase rights for Warrant Shares represented workout or restructuring and (y) any Equity Security received as a result will be sold prior to receipt by this Warrant may be madethe Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in whole or in partthe related Underlying Instruments, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such other office Equity Security as soon as practicable after such sale or agency disposition is permitted by applicable law and not prohibited by such contractual restriction and (ii) the Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Company as it may designate by notice in writing to the registered Holder at the address Xxxxxxx Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the Holder appearing on loan securitization exclusion under the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 fullXxxxxxx Rule, in which case, such Equity Security may be received by the Holder shall surrender this Warrant Issuer and the Collateral Manager will use commercially reasonable efforts to effect the Company for cancellation sale of such Equity Security within three (3) Trading Days years after receipt; provided, further that, with respect to any such exercise, the Issuer shall only apply Interest Proceeds in excess of the date amount of Interest Proceeds required (x) to pay interest due and payable on the final Notice Secured Notes on the next succeeding Payment Date and (y) to cure any Coverage Test failure continuing at such time; provided, further that, the aggregate amount of Exercise is delivered Principal Proceeds (excluding Contributions treated as Principal Proceeds) used to make payments under this Section 12.2(d) since the Company. Partial exercises of this Warrant resulting in purchases of a portion Closing Date shall not exceed 3.0% of the total number Target Initial Par Amount. For the avoidance of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder doubt, any sale or other disposition described in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two clause (2i) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time or (ii) above may be less than the amount stated on the face hereofto ORBDCC or otherwise.

Exercise of Warrants. The Class A Exercise Price, the Class B 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 provisions of Section 8 of this 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 purchase rights 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 dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the applicable Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch, but in no event later than three trading days following such surrender and payment, to or upon the written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with Class B Warrant Certificates, if applicable, as set forth herein. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares represented by this Warrant may be made(and Class B Warrants, in whole or in partif applicable) as of the date of the surrender of Warrants and payment of the applicable Exercise Price as aforesaid; provided, however, that if, at any time the date of surrender of such Warrants, the transfer books for the Common Stock or times other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares (and Class B Warrants, if applicable) shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Initial Exercise Date Warrant Expiration Date) and on or before the Termination Date by delivery to the Company (or until such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled under no duty to conclusively assume deliver any certificate for such Shares or Class B Warrants; provided, further, however, that its records 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 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 (and Class B Warrants, if applicable) issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Warrant Shares purchased (and the date of such purchases are accurateClass B Warrants, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2if applicable) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of specified in the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofso surrendered.

Exercise of Warrants. Exercise At any time, the Collateral Manager may, subject to Section 10.2(d), direct the Trustee to apply Interest Proceeds or Principal Proceeds to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless (i) the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the purchase rights for Warrant Shares represented workout or restructuring and (y) any Equity Security received as a result will be sold prior to receipt by this Warrant may be madethe Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in whole or in partthe related Underlying Instruments, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such other office Equity Security as soon as practicable after such sale or agency disposition is permitted by applicable law and not prohibited by such contractual restriction and (ii) the Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Company as it may designate by notice in writing to the registered Holder at the address Xxxxxxx Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the Holder appearing on loan securitization exclusion under the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 fullXxxxxxx Rule, in which case, such Equity Security may be received by the Holder shall surrender this Warrant Issuer and the Collateral Manager will use commercially reasonable efforts to effect the Company for cancellation sale of such Equity Security within three (3) Trading Days years after receipt; provided, further that, with respect to any such exercise, the Issuer shall only apply Interest Proceeds in excess of the date amount of Interest Proceeds required (x) to pay interest due and payable on the final Notice Secured Notes on the next succeeding Payment Date and (y) to cure any Coverage Test failure continuing at such time; provided, further that, the aggregate amount of Exercise is delivered Principal Proceeds (excluding Contributions treated as Principal Proceeds) used to make payments under this Section 12.2(d) since the Company. Partial exercises of this Warrant resulting in purchases of a portion Closing Date shall not exceed 3.0% of the total number Target Initial Par Amount. For the avoidance of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder doubt, any sale or other disposition described in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two clause (2i) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time or (ii) above may be less than the amount stated on the face hereofto ORCC or otherwise.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may The Warrants shall be made, in whole or in part, at any time or times exercisable commencing on or after the Initial Exercise Date Date. The Warrants shall cease to be exercisable and shall terminate and become void at 11:59 P.M., New York City time (the “Termination Time”) on September 1, 2027 (the “Termination Date”). Each Warrant not exercised on or before the Termination Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the Termination Time on the Termination Date. Subject to the foregoing and to Section 8(e)(ii) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Notice of Exercise and payment of the Exercise Price, which may be made, at the option of the Holder, by delivery wire transfer or by certified or official bank check in United States dollars, to the Company in the account of the Company maintained with the Warrant Agent for such purpose as set forth in Section 8(h) below (or to such other account as directed by the Company in writing) not later than 5:00 P.M., New York City time on any Business Day during the Exercise Period. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Notice of Exercise and the payment of the Exercise Price pursuant to Section 8(a). Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other office or agency of clearing corporation, as applicable) the Company as it may designate appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company Depositary (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)other clearing corporation, the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if availableas applicable). 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. The Company hereby acknowledges and agrees that, with respect to a Holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), upon delivery of irrevocable instructions to such Holder’s Participant to exercise such Warrants, that solely for purposes of Regulation SHO that such Holder shall be entitled deemed to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of have exercised such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofWarrants.

Exercise of Warrants. During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3 hereof, each Holder may, subject to the terms of this Agreement, exercise from time to time some or all of the purchase rights for Warrants evidenced by its Warrant Shares represented Certificate(s) by this Warrant may be 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 (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with the form of notice attached thereto duly filled in and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or such other office or agency credit union with membership in an approved signature guarantee medallion program) pursuant to Rule l7Ad-15 of the Securities Exchange Act of 1934, and (ii) paying to the Warrant Agent for the account of the Company as it may designate by notice the aggregate Exercise Price for the number of Warrant Shares in writing respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the registered Holder at the address Warrant Agent and tender of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made by wire transfer of immediately available funds to the Warrant Agent for the account of the Company or by certified or official bank check or checks to the order of the Company, or by any combination thereof or by such other form or method of payment acceptable to the Warrant Agent. All payments required to be made hereunder shall be made in lawful money of the United States of America. Upon the exercise of any Warrants in accordance with this Agreement, the Company shall cause the Warrant Agent, on the Company's behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions or cause the Warrant Agent to take such other actions at the Company's sole expense as are necessary to complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 10 hereof). The certificate or certificates representing such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date the Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive rights. In the event that less than all of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of this Section 4.2 and of Section 3 hereof. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. Upon delivery of the Warrant Shares thereby purchased issuable upon exercise of a Warrant in accordance herewith and of any required new Warrant Certificates, the Company shall direct the Warrant Agent by wire transfer or cashier’s check drawn on written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a United States bank, unless such exercise is made pursuant manner permitted by applicable laws and satisfactory to the cashless Company in accordance with its written instructions to the Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon exercise procedure specified in Section 2(c) below (if available)of such Warrants. No ink-original Notice The Warrant Agent shall keep copies of Exercise shall be required, nor shall this Agreement and any medallion guarantee (notices given or other type of guarantee or notarization) of any Notice of Exercise form be requiredreceived hereunder available for inspection by the Holders during normal business hours at its office. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 at its sole expense supply the Warrant Shares available hereunder and Agent from time to time with such numbers of copies of this Agreement as 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time Agent may be less than the amount stated on the face hereofreasonably request.

Exercise of Warrants. Exercise (a) Subject to the terms and conditions of this Agreement, the purchase rights for Warrant Shares represented by this Warrant Holder of any Warrants may be madeexercise, in whole or in part, at any time such Holder’s right to purchase the Warrant Shares by completing, executing and delivering a physical copy or times on or after the Initial .pdf copy via email of a Notice of Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing with a copy to the registered Warrant Agent in accordance with Section 8.2. The exercising Holder at shall be required to physically surrender the address of the Holder appearing on the books of the CompanyWarrant Certificate (if any) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth Warrant Agent in the Purchase Agreement)connection with any exercise thereof. Within two (2) Trading Days of the date said Notice of Exercise is delivered Except to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to extent that the cashless exercise procedure specified in Section 2(c4.3(b) below is specified in the applicable Notice of Exercise, within the earlier of (if available)i) two (2) Trading Days or (ii) the number of Trading Days comprising the Standard Settlement Period following the date on which the Company received the Notice of Exercise, the applicable Holder shall pay to the Warrant Agent on behalf of the Company an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which the Warrants are being exercised (the “Aggregate Exercise Price”) in United States dollars by personal, certified or official bank check payable to the Warrant Agent or by wire transfer to an account specified in writing by the Warrant Agent to such Holder. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required unless required by the Warrant Agent in the case of an issuance of Warrant Shares to physically surrender this Warrant to a Person who is not the Company until the registered 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 Companybeing exercised. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Following the exercise by a Holder of any of its Warrants, the Warrant Agent shall reduce the Warrant Register and such Hxxxxx’s position by the number of Warrants duly exercised. As stated above, if a Warrant Certificate is surrendered by the exercising Holder and such Warrant Certificate covers a larger number of Warrants than the number exercised, the Warrant Agent shall deliver to the exercising Holder a New Warrant Certificate for the unexercised portion of such Warrant Certificate. Except as otherwise set forth herein, any exercise of Warrants pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company shall maintain records showing Company, enforceable in accordance with the number terms of the Warrants and this Agreement. Any Warrant Shares purchased and the date of such purchases, and Certificate surrendered upon exercise to the Company or the Warrant Agent by a Holder shall be entitled to conclusively assume that its records of promptly cancelled by the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.

Exercise of Warrants. Exercise At any time, the Collateral Manager may, subject to Section 10.2(d), direct the Trustee to apply Interest Proceeds (but not Principal Proceeds) to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless (i) the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the purchase rights for Warrant Shares represented workout or restructuring and (y) any Equity Security received as a result will be sold prior to receipt by this Warrant may be madethe Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in whole or in partthe related Underlying Documents, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such other office Equity Security as soon as practicable after such sale or agency disposition is permitted by applicable law and not prohibited by such contractual restriction and (ii) the Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Company as it may designate by notice in writing to the registered Holder at the address Vxxxxxx Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the Holder appearing on loan securitization exclusion under the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 fullVxxxxxx Rule, in which case, such Equity Security may be received by the Holder shall surrender this Warrant Issuer and the Collateral Manager will use commercially reasonable efforts to effect the Company for cancellation sale of such Equity Security within three years after receipt; provided, further that, with respect to any such exercise, the Issuer shall only apply Interest Proceeds (3including Contributions treated as Interest Proceeds) Trading Days in excess of the date amount of Interest Proceeds required (x) to pay interest due and payable on the final Notice Secured Notes on the next succeeding Payment Date and (y) to cure any Coverage Test failure continuing at such time. For the avoidance of Exercise is delivered to the Company. Partial exercises of this Warrant resulting doubt, any sale or other disposition described 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two clause (2i) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time or (ii) above may be less than the amount stated on the face hereofto ORCC or otherwise.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this This Warrant may be madeexercised by the Holder, 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 subject to the provisions hereof (but not as to a fractional share of Common Stock), by (a) surrender of this Warrant at the principal office of the Company located at 625 X. Xxxxxxx Xxxxxx Xxxx, Suite 400, Lafayette, Louisiana 70508 (or such other office or agency of the Company as it may designate be designated by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) with the appropriate form attached hereto duly executed, at any time within the period beginning _____________, 1999 and expiring at 5:00 p.m. Lafayette, Louisiana time on _____________ [five years from date hereof] (the "Exercise Period") and (b) payment to the Company by certified check or bank draft of a duly executed Notice the Exercise Price for such shares. The Company agrees that the shares of Exercise in Common Stock so purchased shall be and are deemed to be issued to the form annexed hereto Holder and/or the Holder's designee as Exhibit A (the record owner of such shares of Common Stock as of the close of business on the date on which may be delivered in a .PDF format via electronic mail the Warrant is surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to the notice provisions set forth in the Purchase Agreement). Within two (Section 2) Trading Days of the date said Notice of Exercise is G, shall be delivered to the Company (or within three (3) Trading Days of Holder no later than 10 days after the date said Notice on which the Warrants have been so exercised, and, unless the Warrants have expired, a new Warrant representing the number of Exercise is shares of Common Stock, if any, in respect of which this Warrant has not been exercised also shall be delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on Holder within such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftime.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant The Warrants may be madeexercised, in whole or in part, at any time prior to December 31, ____ [END OF CONTRACT YEAR]; provided, however, that the exercisability of the Warrants shall be subject to the condition that the Agreement dated as of March 5, 1997 between SportsLine and the Holder (the "Principal Agreement"), as amended or times modified, shall be in effect, and no further Warrants shall be exercisable on or after the Initial Exercise Date expiration, nonrenewal or termination of said agreement. Subject to the foregoing, the Warrants shall be exercisable by presentation and on or before the Termination Date by delivery surrender of these Warrants to the Company at its principal office (which on the date hereof is 6340 X.X. 0xx Xxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00009), or such other at the office of its stock transfer agent (which on the date hereof is the Company), if any, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or agency of the Company as it may designate by notice in writing certified or official bank check or checks, payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed Notice the Exercise Price for the number of Exercise shares specified in such form. Upon receipt by the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days Company of the date said Notice Warrants, together with the Exercise Price, at its office, or by the Company's stock transfer agent at its office, in proper form for exercise, the Holder shall be deemed to be the holder of Exercise is record of the Warrant Stock (and Other Securities) issuable upon such exercise, notwithstanding that the transfer books of the Company shall then be closed or that certificates representing such Warrant Stock (or Other Securities) shall not then be actually delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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 requiredHolder. The Company shall be entitled to conclusively assume the genuineness of pay any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, documentary stamp or electronic and the authenticity similar issue or transfer taxes payable in respect of the original of such Notice of Exercise. 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 issue or delivery of Warrant Shares available hereunder shall have the effect Stock (and Other Securities) upon exercise of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthese Warrants.

Exercise of Warrants. The Exercise Price and the Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this 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 purchase rights 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 Warrant the number of Shares represented by in respect of which such Warrants are then exercised and upon compliance with the requirements of the Act, the Rules and Regulations and applicable state securities laws, rules and regulations. No adjustment shall be made for any cash dividends paid to shareholders of record before the date on which the Warrants are exercised. Upon each surrender of Warrants, payment of the Exercise Price and compliance with the requirements of the Act, the Rules and Regulations and applicable state securities laws, rules and regulations, the Company shall issue and cause to be delivered with all reasonable dispatch, but in no event later than three (3) trading days following such surrender, to or (subject to Section 3) upon the written order of the Holder of such Warrants and (subject to Section 3) in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Warrant may be madeAgreement, in whole respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or in partcertificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Warrants, payment of the Exercise Price and compliance with the requirements of the Act, the Rules and Regulations and applicable state securities laws, rules and regulations as aforesaid; provided, however, that if, at any time the date of surrender of such Warrants, the transfer books for the Common Shares or times 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 Initial Exercise Date Warrant Expiration Date) and on or before the Termination Date by delivery to the Company (or until such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled under no duty to conclusively assume deliver any certificate for such Shares; provided, further, however, that its records the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. 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 Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of specified in the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofso surrendered.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this No Warrant may be madeexercised after 5:00 p.m., in whole or in partLos Angeles time, at any time or times on March 3, 2010 (the "Termination Date"). All Warrants evidenced hereby shall thereafter become void. Warrants may be exercised to purchase Units from the Company on or after the Initial Exercise Date date hereof and on or before 5:00 p.m., Los Angeles time, on the Termination Date Date, at the Exercise Price, subject to adjustment, as hereinafter referred to. The registered holder of Warrants evidenced by this Warrant Certificate may exercise them, subject to Section 6, by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price (a) in cash or by wire transfer of federal funds or other delivery of immediately available funds or (if the exercise is by the person to whom the Warrants are initially issued) by check reasonably acceptable to the Company, (b) to the extent permitted by law, by delivery of Senior Subordinated Notes due 2007 of the Subsidiary (as defined below), duly endorsed or accompanied by appropriate instruments of transfer duly executed by the registered holder thereof, which Notes shall be applied to the Company payment of the Exercise Price at 100% of their original principal amount plus accrued interest to the date of delivery, or (c) by a combination of the methods specified in clauses (a) and (b); provided, however, that if the Warrant so exercised has been duly assigned in accordance with the provisions of Section 12, such assignee may exercise such Warrant prior to, or in the absence of, the registration of such assignment as though such assignee were the registered holder of such Warrant. The rights, privileges, obligations and restrictions created or conveyed by this Warrant Certificate in the Units or to the holders thereof shall survive the transfer of the Units or the remaining Warrants to another person and/or the exercise, expiration or other office termination of the Warrants, and shall inhere in the Units and inure to the benefit of and be binding upon the holders thereof until, and shall expire upon, the termination of such rights, privileges, obligations, and restrictions as provided herein or agency in the Registration Rights Agreement and the Security holders Agreement referred to in Section 2, below, notwithstanding the retirement, termination, and/or cancellation of this Warrant Certificate. To evidence such surviving rights, privileges, obligations, and restrictions, upon the request of the Company as it may designate by notice in writing to the registered Holder at the address or any such holder of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)Units, the Company and such holder shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer execute an instrument or cashier’s check drawn on a United States bankagreement confirming such rights, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be requiredprivileges, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity obligations and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofrestrictions.

Exercise of Warrants. (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the "Exercise Date") to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, (ii) an election to purchase the Warrant Shares ("Election to Purchase"), properly completed and executed by the Holder on the reverse of the purchase rights Warrant Certificate and (iii) the Exercise Price for each Warrant Shares represented to be exercised in lawful money of the United States of America by this bank wire transfer in immediately available funds. If any of (a) the Warrant may Certificate, (b) the Election to Purchase, or (c) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be made, in whole deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or in part, at any time or times on or deemed to be received after the Initial Exercise Date Expiration Date, the exercise thereof will be null and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is void and any funds delivered to the Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company (or within three (3) Trading Days in its sole discretion and such determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the date said Notice invalidity of Exercise is delivered to the Company if the Notice any exercise of Exercise is Warrants. The Warrant Agent shall deposit all funds received after 12 p.m. EST on such day), the Company shall have received by it in payment of the aggregate Exercise Price in the account with the Warrant Agent for such purpose and shall advise the Company at the end of each day on which funds for the exercise of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity Warrants are received of the original of such Notice of Exercise. Notwithstanding anything herein amount so deposited 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofaccount.

Exercise of Warrants. Exercise of (a) The Holder may, at any time prior to the purchase rights for Warrant Shares represented by Termination Date, exercise this Warrant may be made, in whole or in partpart at an exercise price per share equal to $5.522 per share, subject to adjustment as provided herein (the “Exercise Price”), by the surrender of this Warrant (properly endorsed) at any time the principal office of the Corporation, or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or at such other agency or office or agency of the Company Corporation in the United States of America (“Warrant Agent”) as it the Corporation may designate by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) Corporation, and by payment to the Corporation of the Exercise Price in lawful money of the United States by check or wire transfer for each Warrant Share being purchased. Upon any partial exercise of this Warrant, there shall be executed and issued to the Holder a duly executed Notice new Warrant in respect of Exercise the Warrant Shares as to which this Warrant shall not have been exercised. In the event of the exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased, as applicable, registered in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days name of the date said Notice of Exercise is Holder, shall be delivered to the Company (or Holder within three (3) Trading Days of business days (the date said Notice of “Delivery Date”) after the Corporation or its Warrant Agent has received the Holder’s Warrant Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received Form and payment of the aggregate Exercise Price Price, or, at the request of the Holder (provided that a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) providing for the resale of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankis then in effect), unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise issued and delivered to the Depository Trust Company pursuant to this Section 2(a(“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of Holder hereof shall be deemed for all purposes to be the original of such Notice of Exercise. 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 holder 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 so purchased as 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 the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofexercise.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant The Warrants may be madeexercised, in whole or in part, at any time prior to December 31, ____ [END OF CONTRACT YEAR]; provided, however, that the exercisability of the Warrants shall be subject to the condition that the Agreement dated as of March 5, 1997 between SportsLine and the Holder (the "Principal Agreement"), as amended or times modified, shall be in effect, and no further Warrants shall be exercisable on or after the Initial Exercise Date expiration, nonrenewal or termination of said agreement. Subject to the foregoing, the Warrants shall be exercisable by presentation and on or before the Termination Date by delivery surrender of these Warrants to the Company at its principal office (which on the date hereof is 6340 N.W. 5th Way, Fort Lauderdale, Florida 33309), or such other office at the offixx xx xxx xxxxx xxxxxxxx xxxxx (xxxxx xx xxe date hereof is the Company), if any, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or agency of the Company as it may designate by notice in writing certified or official bank check or checks, payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed Notice the Exercise Price for the number of Exercise shares specified in such form. Upon receipt by the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days Company of the date said Notice Warrants, together with the Exercise Price, at its office, or by the Company's stock transfer agent at its office, in proper form for exercise, the Holder shall be deemed to be the holder of Exercise is record of the Warrant Stock (and Other Securities) issuable upon such exercise, notwithstanding that the transfer books of the Company shall then be closed or that certificates representing such Warrant Stock (or Other Securities) shall not then be actually delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). 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 requiredHolder. The Company shall be entitled to conclusively assume the genuineness of pay any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, documentary stamp or electronic and the authenticity similar issue or transfer taxes payable in respect of the original of such Notice of Exercise. 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 issue or delivery of Warrant Shares available hereunder shall have the effect Stock (and Other Securities) upon exercise of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthese Warrants.