Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. (a) A Warrant shall be exercised by the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Warrant shall be exercised by the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a This Warrant may be exercised in whole at any time or in part from time by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, at the office of the Company located at 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to timebe issued and shall deliver to the Holder, provided that not less than 100 shares within 10 days of Common Stocksurrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or any integral multiple by wire transfer of such amountimmediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon any partial exercise. (c) Upon receipt exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a Warrant Certificate with the exercise form thereon duly executed together with Purchase Form, was delivered to the Company and payment in full of the aggregate Exercise Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock to be purchasedon such date, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record Holder shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, Shares on the next succeeding date as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent ceased to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stockso prohibited. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Exercise of the purchase rights represented by this Warrant shall may be exercised 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 the Warrant Holder by surrendering delivery to the Warrant Agent Company (or such other office or agency of the certificate evidencing such Warrant with Company as it may designate by notice in writing to the exercise form registered Holder at the address of the Holder appearing on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “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 of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the shares cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Common Stock to be purchased. (b) During its Warrant Exercise. No ink-original Notice of Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon required, nor shall any partial exercise. medallion guarantee (cor other type of guarantee or notarization) Upon receipt of a Warrant Certificate with any Notice of Exercise be required. Notwithstanding anything herein to the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchasedcontrary, the Holder shall not be required to physically surrender this Warrant Agent shall requisition from the transfer agent for the Common Stock (including to the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing until the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions Holder has purchased all of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, Shares available hereunder and the person Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as for cancellation within three (3) Trading Days of the date on which such transfer books 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 next be open maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (whether before1) Business Day of receipt of such notice. The Holder and any assignee, on or after the expiration by acceptance of this Warrant, acknowledge and agree that, by reason of the applicable Warrant Exercise Period). (d) Subject to Section 6(b)provisions of this paragraph, if less than all following the Warrants evidenced by purchase of a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option portion of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant HoldersShares hereunder, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) 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 funds remitted by such exercising a Holder to receive Warrant HoldersShares 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), respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) in no event will be provided to the Company by the be required to net cash settle a Warrant Agent at the time of each disbursement of funds held in the Collection Accountexercise.

Exercise of Warrants. (a) A The registered holder of each Warrant shall have the right, which may be exercised by as in such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of Shares specified in such Warrants, upon surrender to the Company, at the office in _____________________________ of the Warrant Holder by surrendering Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Warrant Agent for the certificate evidencing account of the Company of the warrant exercise price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of Shares in respect of which such Warrant with the exercise form on the reverse is then exercised. Payment of such Warrant Certificate duly completed and executed and delivering to the Warrant Agentwarrant exercise price may be made in cash, or by good certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the CompanyWarrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and payment of the warrant exercise price as aforesaid, the aggregate Exercise Price Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the shares registered holder of Common Stock to be purchased. (b) During its Warrant Exercise Periodsuch Warrants, and in such name or names as such registered holder may designate, a Warrant may be exercised in whole at any time certificate or in part from time to time, provided that not less than 100 shares certificates for the number of Common Stock, or any integral multiple full Shares so purchased upon the exercise of such amountWarrants, shall be purchased upon together with cash, as provided in Section 9 of this Agreement, in respect of any partial exercise. (c) Upon receipt fraction of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock Share otherwise issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holdersurrender. Such Common Stock certificate or certificates shall be deemed to have been issued and any person so designated to be issued, and the person to whom such shares of Common Stock are issued of record named therein shall be deemed to have become a holder of record of such shares of Common Stock, Shares as of the date of the surrender of such Warrant Certificate Warrants and payment of the Exercise Price, whichever shall last occurwarrant exercise price as aforesaid; provided, however, that if if, at the books date of the Company with respect to surrender of such Warrants and payment of such warrant exercise price, the transfer books for the Shares purchasable upon the exercise of Common Stock are then such Warrants shall be closed, no such shares surrender of such Warrants and no such payment of such warrant exercise price shall be deemed effective to constitute the person so designated to be issuednamed therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the person to whom certificates for the Shares in respect of which such shares of Common Stock Warrants are issued of record then exercised shall be deemed to have become a record holder of such shares, issuable as of the date on which such transfer books of shall next be opened, and until such date the Company shall next be open (whether beforeunder no duty to deliver any certificate for such Shares. The rights of purchase represented by the Warrants shall be exercisable, on at the election of the registered holders thereof, either as an entirety or after from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasionWarrants, a new Warrant Certificate or Warrants of like tenor will be issued for the balance remaining number of the Warrants not so exercised shall be issued and delivered to, or Shares specified in accordance with transfer instructions properly given by, the Warrant Holderso surrendered, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be is hereby irrevocably authorized to countersign and to deliver the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis required new Warrants pursuant to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collectedprovisions of this Section and of Section 3 of this Agreement, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by and the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of whenever required by the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by supply the Warrant Agent at with Warrants duly executed on behalf of the time of each disbursement of funds held in the Collection AccountCompany for such purpose.

Exercise of Warrants. (a) A Warrant may be exercised upon surrender of the certificate or certificates evidencing the Warrants to be exercised, together with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be exercised guaranteed by a bank or trust company or a broker or dealer which is a member of the National Association of Securities Dealers, Inc., to the Company at its principal office (or if appointed, the principal office of the Warrant Holder by surrendering Agent) and upon payment of the Warrant Price (as defined in and determined in accordance with the provisions of Sections 9 and 10 hereof) to the Company (or if appointed, to the Warrant Agent for the certificate evidencing account of the Company), for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant with Price (defined in Section 9 herein) shall be made in cash or by certified or bank cashier's check. Subject to Section 6 hereof, upon the exercise form on surrender of the reverse Warrant and payment of such the Warrant Certificate duly completed and executed and delivering to Price as aforesaid, the Company (or if appointed, the Warrant Agent, by good check payable ) shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Company, Holder and in such name or names as the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise PeriodHolder may designate, a certificate or certificates for the number of full Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple Shares so purchased upon the exercise of such amountWarrant, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment cash, as provided in full Section 11 hereof, in respect of the aggregate Exercise Price of the shares of Common Stock to be purchased, the any fractional Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock Shares otherwise issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holdersurrender. Such Common Stock certificate or certificates shall be deemed to have been issued and any person so designated to be issued, and the person to whom such shares of Common Stock are issued of record named therein shall be deemed to have become a holder of record of such shares of Common Stock, Warrant Shares as of the date of the surrender of such Warrant Certificate Warrants and payment of the Exercise Warrant Price, whichever as aforesaid. The rights of purchase represented by the Warrant shall last occur; providedbe exercisable, that if at the books election of the Company with Holder thereof, 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 less than all of the Warrant Shares purchasable on such exercise at any time prior to the transfer date of Common Stock are then closedexpiration of the Warrant, such shares shall be deemed to a new certificate evidencing the unexercised portion of the Warrant will be issued, and the person Warrant Agent (if so appointed) is hereby irrevocably authorized to whom such shares of Common Stock are issued of record shall be deemed countersign and to have become a record holder of such shares, as of deliver the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a required new Warrant Certificate for certificate or certificates pursuant to the balance provisions of the Warrants not so exercised shall be issued this Section and delivered toSection 3 hereof, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined Company, whenever required by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected(if appointed), will supply the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as with Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option duly executed on behalf of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to for such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountpurpose.

Exercise of Warrants. (a) A Warrant may be exercised upon surrender of the certificate or certificates evidencing the Warrant to be exercised, together with the form of election to purchase on the reverse thereof (the “Purchase Form”) duly completed and signed, which signature shall be exercised guaranteed by a financial institution that is a participant in a recognized signature guarantee program if the Warrant Holder by surrendering Shares are to be issued in the name of a person or entity other than the Holder, to the principal office of the Warrant Agent, and upon payment of the Warrant Price (as defined and determined in accordance with the provisions of Section 3 and Section 6) to the Warrant Agent for the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order account of the Company, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Warrant Price shall be made by bank wire transfer to the account of the Company or bank cashier's check or by personal check, provided, however, that in the case of payment by personal check no Warrant Shares shall be issued until funds are received. So long as the Common Stock is publicly traded, a Holder of a Warrant may not exercise the Warrant on any day on which the closing price of the Common Stock for such day is lower than the Warrant Price. The closing price of the Common Stock for each trading day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to be purchased. (b) During its Warrant Exercise Periodtrading or, a Warrant may be exercised in whole at any time if not so listed or in part from time admitted to timetrading, provided that not less than 100 shares the last sale price of the Common StockStock on the OTC Bulletin Board, or any integral multiple comparable system. The closing price of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including for any day that is not a trading day shall be the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing closing price of the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Periodmost recent trading day. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be exercised payable by any one or any combination of the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good following: (i) cash; (ii) certified or official bank check payable to the order of the Company, ; (iii) by the aggregate Exercise Price surrender (which surrender shall be evidenced by cancellation of the shares number of Common Stock to be purchased. Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (bas defined below)) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the or Warrants (represented by one or more relevant Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agentCertificates), and upon receipt shall make without the payment of the Exercise Price in cash, in return for the delivery of, certificates evidencing to the total surrendering Holder of such number of shares of Common Stock issuable upon equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions without payment of the Warrant HolderExercise Price in cash. Such Any share of Common Stock certificates delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the person Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to whom have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock are issued at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of record the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be deemed required, however, to have become a holder pay any tax or other charge imposed in connection with any transfer involved in the issue of record of such any certificate for shares of Common Stock, as the case may be, in any name other than that of the date registered holder of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)evidenced hereby. (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance In connection with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any WarrantWarrants evidenced hereby, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number no fractions of shares of Common Stock issuable shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such exercising fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant Holdersshall be exercised by the holder thereof at the same time, respectively, (iii) the amount number of funds remitted by full shares of Common Stock issuable on such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses exercise shall be computed on the basis of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time total number of each disbursement of funds held in the Collection AccountWarrants so exercised.

Exercise of Warrants. (a) A Warrant shall The Warrants may be exercised in whole or in part, at any time or from time to time, during the Exercise Period, by the Warrant Holder by surrendering (i) presentation and surrender to the Company at its address set forth in Section 10 of this Warrant Agent the certificate evidencing such Warrant Certificate with the exercise form on the reverse of such Warrant Certificate Election To Exercise, attached hereto as Exhibit A, duly completed and executed executed, and delivering (ii) payment of the Exercise Price, for the number of Warrants being exercised by either: (1) bank draft or cashiers check, or (2) provided that the Company receives at least 5 days prior notice and subject to Section 1(d), delivery to the Warrant Agent, by good check payable Company of certificate(s) representing a number of shares of Preferred Stock having an aggregate Preferred Value equal to the order of the Company, the aggregate Exercise Price for the number of Warrants being exercised. If the aggregate Preferred Value of the Preferred Stock delivered in payment of the aggregate Exercise Price exceeds (because of fractional shares) the aggregate Exercise Price for the number of Warrants being exercised; then (subject to Section 1(d)) the Company will promptly pay to the holder of the Warrants in cash such excess amount; provided that such excess amount shall in no event be more than the Preferred Value of one share of Preferred Stock. If the holder of this Warrant Certificate at any time exercises less than all the Warrants, the Company shall issue to such a holder a warrant certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. Likewise, upon the presentation and surrender of this Warrant Certificate to the Company at its address set forth in Section 10 and at the request of the holder, the Company will, without expense, at the option of the holder, issue to the holder in substitution for this Warrant Certificate one or more warrant certificates in identical form and for an aggregate number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. (b) To the extent that the Warrants have not been exercised at or prior to the Expiration Date, such Warrants shall expire and the rights of the holder shall become void and of no effect. (c) Upon surrender of this Warrant Certificate in conformity with the foregoing provisions, the Company shall transfer to the holder of this Warrant Certificate appropriate evidence of ownership of the shares of Common Stock or other securities or property (including any money) to be purchased. (b) During its Warrant Exercise Periodwhich the holder is entitled, a Warrant registered or otherwise placed in, or payable to the order of, the name or names of the holder or such transferee as may be exercised directed in whole at writing by the holder, and shall deliver such evidence of ownership and any time other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in part from time to time, provided that not less than 100 shares cash in lieu of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt fraction of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)share. (d) Subject to Section 6(b)In connection with payment of the Exercise Price with shares of Preferred Stock, if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for Company may require that at the balance time of such exercise it receive representations and warranties from the applicable holder of the Warrants not so exercised shall be issued regarding such holder's title to the Preferred Stock and delivered to, the lack of encumbrances thereon. If the Company is unable to consummate an exercise of Warrants through payment of the Exercise Price with shares of Preferred Stock because of any limitations contained or construed in accordance with transfer instructions properly given bythe Delaware General Corporation Law, the Warrant HolderCompany shall use its best efforts to take all such action as may be necessary to place the Company in a position to do so. In the event the Company, until after the expiration taking of any action by it as contemplated above, is unable to consummate such exercise, the applicable Warrant Exercise PeriodCompany shall accept such number of shares of Preferred Stock in payment as it shall then be authorized to do so under the Delaware General Corporation Law. (e) All Warrant Certificates surrendered upon exercise of Warrants The Company shall not be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into required to issue a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares fractional share of Common Stock issued upon the exercise of Warrants Warrants. As to any fraction of a share which the Warrant holder would otherwise be delivered entitled to purchase upon such exercise, the Company may pay a cash adjustment in respect of such fraction in an amount equal to the record holder(s) same fraction of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery Price per share of Common Stock certificates to shareholders, will be deducted monthly from funds held in on the Collection Account or, at the option date of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountexercise.

Exercise of Warrants. (a) A During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all of the Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with written notice (in the form attached to this Agreement) duly completed and signed, which signature shall be exercised guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Warrant Holder by surrendering Securities Exchange Act of 1934, as amended, and (ii) paying to the Warrant Agent for the certificate evidencing account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering Certificate(s) are surrendered to the Warrant AgentAgent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by good certified or official bank check or checks payable to the order of the CompanyCompany (any such payments under subsections (1) or (2) shall be made in lawful money of the United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the shares right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to such Holder shall be calculated as follows: X = Y(A-B) A Where: X = Y = A = B = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in part, the number of Warrant Shares for which it is being exercised); the Trading Price of a share of Common Stock to be purchaseddetermined as of the date of exercise; and the then-current Exercise Price. (b) During its Warrant Exercise Period, In the event that less than all of the Warrants evidenced by a Warrant may be exercised in whole at any time or in part from time to timeCertificate are exercised, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, the Holder thereof shall be purchased upon any partial exerciseentitled 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 Section 4.2 and Section 3 of this Agreement. 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. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together of any Warrants in accordance with payment in full 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 aggregate Exercise Price 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 shares exercise of Common Stock to be purchased, such Warrants and shall take or cause the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as to take such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations other actions as are required for delivery to, or in accordance with necessary to complete the instructions exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 9). The certificate or certificates representing such Warrant Holder. Such Common Stock certificates Shares shall be deemed to have been issued and any person so designated to be issued, and the person to whom such shares of Common Stock are issued of record named therein shall be deemed to have become a holder of record of such shares of Common Stock, Warrant Shares as of the date the Warrants are exercised. (d) Upon delivery of the surrender Warrant Shares issuable upon exercise of such a Warrant Certificate in accordance herewith and payment of any required new Warrant Certificates, the Exercise Price, whichever Company shall last occur; provided, that if direct the books Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner permitted by applicable laws and satisfactory to the Company in accordance with its written instructions to the Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and Company all amounts received by the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder Warrant Agent upon exercise of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise PeriodWarrants. (e) All The Warrant Certificates surrendered upon exercise Agent shall keep copies of Warrants shall be canceled. (f) Upon this Agreement and any notices given or received pursuant to this Agreement available for inspection by the exercise of any WarrantHolders during normal business hours at its office. The Company shall, at its sole expense, supply the Warrant Agent shall promptly deposit all funds received in payment from time to time with such numbers of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement copies of the Company and this Agreement as the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stockreasonably request. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, at any time, or from time to time, subsequent to the date hereof, by the surrender of this Warrant and the Notice of Exercise annexed hereto, all duly collected and executed on behalf of the Holder, at the office of the Company in Alsip, Illinois (a) A Warrant or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company). Payment of the Exercise Price for the Shares thereby purchased shall be exercised made by the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agentcash, by good certified or cashier's check or wire transfer payable to the order of the Company, at 10:00 a.m., Central Standard Time, on the aggregate Exercise Price day following surrender of this Warrant and the Notice of Exercise, in an amount equal to the purchase price of the shares Shares thereby purchased. Thereupon, the Holder as the holder of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amountthis Warrant, shall be purchased upon entitled to receive from the Company a stock certificate in proper form representing the number of Shares so purchased, and a new Warrant in substantially identical form and dated as of such exercise for the purchase of that number of Shares equal to the difference, if any, between the number of Shares subject hereto and the number of Shares as to which this Warrant is so exercised. The Holder has the right to conduct a cashless exercise of any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full part of the aggregate Exercise Price Warrant, whereby at exercise the Company will deliver to the Holder a number of shares ("X") equal to the shares number of Common Stock to be purchased, warrants exercised ("Y") times the Warrant Agent shall requisition from the transfer agent for closing price of the Common Stock on the date of exercise (including "A) minus the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions then effective strike price of the Warrant Holder. Such ("B") divided by the closing price of the Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of on the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such sharesexercise ("A"), as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined represented by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. following formula: X = (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.Y(A-B))/A.

Exercise of Warrants. (a) A This Warrant shall may be exercised by at any time or from time to time on or after (i) the Warrant Holder by surrendering first anniversary of the consummation of the IPO for up to one-third of the (i) Any person, including a group of persons acting in concert, becomes the Warrant Agent beneficial owner of shares of the certificate evidencing such Warrant with Company having 50 percent or more of the exercise form on total number of votes that may be cast for the reverse election of such Warrant Certificate duly completed and executed and delivering to directors of the Warrant Agent, by good check payable to the order Company; (ii) There occurs any cash tender or exchange offer for shares of the Company, the aggregate Exercise Price merger or other business combination, or any combination of the shares foregoing transactions, and as a result of Common Stock or in connection with any such event, persons who were directors of the Company before the event shall cease to constitute a majority of the board of directors of the Company or any successor to the Company; or (iii) The sale, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company. Notwithstanding the foregoing, a Change in Control shall not be purchaseddeemed to have occurred by reason of a change in beneficial ownership occurring in connection with the IPO. (b) During its Warrant Exercise Period, a This Warrant may be exercised at the time(s) or upon the occurrence of the event(s) specified in whole Subsection 2(a) hereof by the surrender of this Warrant, with the Purchase Agreement attached hereto as Rider A properly completed and duly executed, at any time or in part from time to timethe principal office of the Company at Victxxxx Xxxx, provided that not less than 100 shares of Common StockXxctxxxx Xxxeet, P.O. Box HM1262, Hamixxxx, XX XX, Bermuda, or any integral multiple such other location which shall at that time be the principal office of such amountthe Company and of which the Company shall have notified the Warrant Holder in writing (the "Principal Office"), shall or at the office of its stock transfer agent, and upon payment to the Company of the Warrant Price for the Warrant Shares to be purchased upon any partial such exercise.. The person entitled to the Warrant Shares so purchased shall be treated for all purposes as the holder of such shares as of the close of business on the date of exercise and certificates for the shares so purchased shall be delivered to the (c) Upon receipt of a The Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issuedpayable (i) in cash or its equivalent, and the person to whom such shares of (ii) in Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered Shares newly acquired upon exercise of Warrants shall be canceled. (f) Upon the exercise of any this Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) by surrendering to the amount Company the right to purchase a number of funds remitted Warrant Shares equal to the product obtained by such exercising multiplying the number of Warrant HoldersShares to be purchased (including the Warrant Shares to be surrendered) by a fraction, respectivelythe numerator of which is the Warrant Price and the denominator of which is the Market Price of the Common Shares, and or (iv) in any expenses paid combination of (including fees i), (ii) and expenses (iii). In the event the Warrant Price is paid, in whole or in part, with Common Shares, the portion of the Warrant Agent) will Price so paid shall be provided equal to the Company by Market Price of the Warrant Agent at the time of each disbursement of funds held in the Collection AccountCommon Shares.

Exercise of Warrants. (a) Subject to Section 3.3 and Article IV, the Holder of a Warrant shall have the right, prior to the Expiration Date, at such Holder's option, to exercise such Warrant and purchase the Exercise Amount of Common Stock at the Exercise Price. A Warrant shall may be exercised by the Warrant Holder by surrendering giving written notice to the Warrant Agent no later than 5:00 p.m. New York time on the certificate evidencing Business Day preceding the proposed date of exercise of such Warrant with and completing the exercise form of election to purchase set forth on the reverse side of such Warrant Certificate duly completed and executed Certificate, and delivering the same, together with the related Warrant Certificate in the case of Definitive Warrants, to the Warrant AgentAgent no later than 5:00 p.m., by good check payable New York time, on the date of such exercise, together with a Cash Payment unless, in accordance with Section 3.3(c), a Remarketing Payment is to be made. In no event may a Holder satisfy its obligation to pay the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchasedby tendering Preferred Securities. (b) During its On the date of exercise of a Warrant, the Company shall issue, and the Warrant Exercise PeriodAgent shall deliver, a Warrant may be exercised in whole at any time to or in part from time to time, provided that not less than 100 shares upon the written order of Common Stock, or any integral multiple the Holder of such amountWarrant, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares Amount of Common Stock to which such Holder is entitled, registered in such name or names as may be purchased, directed by such Holder. The date on which such Warrant Certificate and payment are received by the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates aforesaid shall be deemed to be issued, the date on which the related Warrant is exercised and the person related Common Stock is issued. Notwithstanding anything to whom such the contrary in this paragraph (b), (i) no fractional shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, by the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered Company upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, (ii) if more than one Warrant shall be exercised at the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined same time by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holderssame Holder, the number of shares of Common Stock issuable to in connection with such exercising Warrant Holdersexercise shall be computed on the basis of the aggregate Exercise Amount of the Warrants so exercised, respectively, and (iii) on the date a Holder exercises such Holder's Warrant, the Company shall pay such Holder an amount in cash equal to the then-current Market Price multiplied by the related fraction of Common Stock for such fractional shares, computed to the nearest whole cent. (c) If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, the Company shall execute, and upon request of the Company and delivery to the Warrant Agent of the same Officers' Certificate and Opinion of Counsel as required under Section 1.2 of the Unit Agreement, the Warrant Agent shall authenticate and deliver, a new Warrant Certificate evidencing the number of Warrants remaining unexercised. (d) The Warrant Agent shall deposit all funds received by it in connection with a Cash Payment of the Exercise Price into the account of the Company maintained with it for such purpose, and shall notify the Company by telephone by 5:00 p.m., New York time, of each day on which a Cash Payment of the Exercise Price for Warrants has been so deposited of the amount of funds remitted by such exercising deposit into its account. The Warrant HoldersAgent shall promptly confirm such notice in writing to the Company. (e) The Warrant Agent shall, respectivelyfrom time to time, as promptly as practicable following written request of the Company or an exercise of Warrants, advise the Company of (i) the number of Warrants exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Common Stock to which such Holder is entitled upon such exercise, and (iviii) such other information as the Company shall reasonably request in writing. Such notice may be given by telephone to be promptly confirmed in writing. (f) The Company shall pay all documentary stamp taxes attributable to the initial issuance of Warrants or to the issuance of Common Stock to the registered Holder of such Warrants upon exercise thereof; provided, however, that such Holder, and not the Company, shall be required to pay any expenses stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Common Stock; and in the event that any such transfer is involved, the Company shall not be required to issue any Common Stock and such Holder's purchase of the Common Stock issued upon the exercise of such Holder's Warrant shall not be deemed to have been consummated until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. (g) Notwithstanding anything contained herein or elsewhere to the contrary: any Clearing Agency Participant shall have the right, power, and authority to exercise a Warrant as if such Clearing Agency Participant were the Holder of a Warrant, the Warrant Agent shall have the power and authority to and be permitted to, and is hereby authorized, empowered, and permitted to, in connection with the exercise of a Warrant, in addition to following the procedures set forth in this Warrant Agreement with respect to the exercise of a Warrant, treat a Clearing Agency Participant as if such Clearing Agency Participant were the Holder of a Warrant for all purposes, including, without limitation, by (i) giving effect to any notice, certification, direction, election (including, without limitation, a form of election to purchase set forth on the reverse side of a Warrant Certificate), or other communication delivered to the Warrant Agent by or on behalf of a Clearing Agency Participant as if such notice, certification, direction, election, or other communication were delivered to the Warrant Agent by or on behalf of the Holder of a Warrant, (ii) accepting and otherwise handling funds (including fees and expenses of the Warrant Agentany Cash Payment) will be provided to the Company received by the Warrant Agent at from or on behalf of a Clearing Agency Participant as if such Clearing Agency Participant were the time Holder of each disbursement a Warrant, and (iii) deliver notices, documents, and other communications to and otherwise communicate with a Clearing Agency Participant as if such Clearing Agency Participant were the Holder of funds held a Warrant, and in no event shall the Collection AccountWarrant Agent be personally liable for any action taken or omitted to be taken in reliance upon this Section 3.2(g).

Exercise of Warrants. (a) A Warrant shall be exercised by The Exercise Price and the Warrant Holder by surrendering Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the Warrant Agent provisions of Section 8 of this Agreement. Subject to the certificate evidencing 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 Warrant Warrants, upon (i) surrender to the Company, or its duly authorized agent, of such Warrants, with the exercise form on the reverse Form of such Warrant Certificate Election to Purchase attached thereto duly completed and executed signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and delivering loan association) or trust company located in the United States or a member of the NASD, (ii) payment to the Warrant Agent, by good check payable to the order Company of the CompanyExercise Price, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or adjusted in accordance with the instructions provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised and (iii) compliance with the requirements of the Warrant HolderAct, 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 designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, in respect of any fractional Shares otherwise issuable upon such surrender, as provided in Section 9 of this Agreement. Such Common Stock certificate or certificates shall be deemed to be issued, have been issued and the any person to whom such shares of Common Stock are issued of record so named therein shall be deemed to have become a holder of record of such shares of Common Stock, Shares as of the date of the completion of the Exercise Requirements; provided, however, that if, at the date of surrender of such Warrant Certificate and payment of the Exercise PriceWarrants, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and books for the person to whom such shares of Common Stock are issued or other class of record securities issuable upon the exercise of such Warrants shall be deemed to have become a record holder of such sharesclosed, the certificates for the Shares shall be issuable as of the date on which such transfer books of the Company shall next be open opened (whether before, on or after the expiration Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the applicable Warrant Exercise Period). (dHolder(s) Subject thereof, either in full or, from time to Section 6(b)time, in part and, if any Warrant is exercised in respect of less than all of the Warrants evidenced by a Shares issuable upon such exercise at any time prior to the Warrant Certificate are exercised upon a single occasionExpiration Date, a new Warrant Certificate or Warrants will be issued for the balance remaining number of the Warrants not so exercised shall be issued and delivered to, or Shares specified in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Periodso surrendered. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Warrant shall Warrants may be exercised by surrendering the Warrant Holder by surrendering Certificate evidencing such Warrants to the Warrant Agent the certificate evidencing such Warrant Company with the exercise Election to Purchase form on attached to the reverse of such Warrant Certificate duly completed and executed and delivering to by the Warrant Agentholder thereof or his attorney duly authorized in writing (the "Exercise Notice"), accompanied by good check payable to the order payment in full, as set forth below, of the Company, the aggregate Exercise Price of the shares for each share of Common Stock as to which Warrants are exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased. , (bii) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time delivery to time, provided the Company of that not less than 100 number of shares of Common Stock, duly endorsed, having an aggregate Fair Market Value (as defined in Section 4.1(d)) equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased or (iii) by any integral multiple combination of such amount(i) and (ii). In the alternative, shall be purchased upon any partial exercise. (c) Upon receipt the holder of a Warrant Certificate with the may exercise form thereon duly executed together with payment in full its right to purchase some or all of the aggregate Exercise Price Warrant Shares subject to such Warrant Certificate, on a net basis, such that, without the exchange of the shares any funds, such holder receives that number of Common Stock Warrant Shares subscribed to be purchased, the pursuant to such Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total Certificate less that number of shares of Common Stock issuable upon having an aggregate Fair Market Value at the Date of Exercise equal to the aggregate Exercise Price that would otherwise have been paid by such exercise, in holder for the number of Warrant Shares subscribed to pursuant to such names and denominations as are required for delivery to, Warrant Certificate. A Warrant holder may exercise all or in accordance with the instructions any number of the whole Warrants represented by a Warrant Holder. Such Common Stock certificates Certificate. (b) A Warrant shall be deemed to be issued, have been exercised immediately prior to the close of business on the date of the due surrender for exercise of the Warrant Certificate and payment to the person to whom Company of the Exercise Price. Each Person in whose name any such certificate for shares of Common Stock are is issued shall for all purposes be deemed to have become the holder of record of such shares at the close of business on the date on which the Warrant Certificate was duly surrendered to the Company and payment of the Exercise Price was made to the Company, irrespective of the date of delivery of such share certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become a the holder of record of such shares at the close of Common Stock, as of business on the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the next succeeding date on which such the stock transfer books of the Company shall next be are open (whether before, on before or after the expiration of the applicable Warrant Exercise PeriodExpiration Date in such case). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be exercised payable by any one or any combination of the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good following: (i) cash; (ii) certified or official bank check payable to the order of the Company, ; (iii) by the aggregate Exercise Price surrender (which surrender shall be evidenced by cancellation of the shares number of Common Stock to be purchased. Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (bas defined below)) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the or Warrants (represented by one or more relevant Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agentCertificates), and upon receipt shall make without the payment of the Exercise Price in cash, in return for the delivery of, certificates evidencing to the total surrendering Holder of such number of shares of Common Stock issuable upon equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions without payment of the Warrant HolderExercise Price in cash. Such Any share of Common Stock certificates delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance ------------------ with clause (iv) is herein referred to as an "In-Kind Exercise." The ------------------ documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant ------- Exercise Documentation." ---------------------- (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the person Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to whom have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock are issued at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of record the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be deemed required, however, to have become a holder pay any tax or other charge imposed in connection with any transfer involved in the issue of record of such any certificate for shares of Common Stock, as the case may be, in any name other than that of the date registered holder of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)evidenced hereby. (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance In connection with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any WarrantWarrants evidenced hereby, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number no fractions of shares of Common Stock issuable shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such exercising fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant Holdersshall be exercised by the holder thereof at the same time, respectively, (iii) the amount number of funds remitted by full shares of Common Stock issuable on such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses exercise shall be computed on the basis of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time total number of each disbursement of funds held in the Collection AccountWarrants so exercised.

Exercise of Warrants. (a) A Warrant shall be exercised by At any time and from time to time after the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form date hereof and expiring on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order fifth anniversary of the Companyeffective date of this Agreement at 5:00 p.m., the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise PeriodCentral Standard Time, a Warrant Warrants may be exercised in whole at any time or in part from time as to time, provided that not less than 100 shares of Common Stock, all or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full portion of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total whole number of shares of Common Stock issuable upon such exercisecovered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached to each Warrant Certificate and by payment to the Company as set forth in the Warrant Certificate in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at 000 Xxxxx Xxxxxx Xxxxxx, Suite 1704, Oklahoma City, Oklahoma 73102, Attention: President. Upon the exercise of a Warrant, in such names and denominations as are required for delivery to, whole or in accordance with part, the instructions Company will, within ten (10) days thereafter, at its expense (including the payment by the Company of the Warrant Holder. Such Common Stock certificates shall be deemed any applicable issue or transfer taxes), cause to be issued, issued in the name of and delivered to the person to whom such holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock are issued to which such holder is entitled upon exercise of record the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof, such holder shall be deemed paid a cash amount equal to have become a holder such fraction, multiplied by the Current Value (as hereafter defined) of record one full share of such Common Stock on the date of exercise. Certificates for shares of Common Stock, Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrender of such Warrant Certificate and payment surrendering of the Exercise Pricecertificates for the shares so purchased. In the event a Warrant is exercised, whichever shall last occur; provided, that if as to less than the books aggregate amount of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such all shares of Common Stock are issued issuable upon exercise of record shall be deemed to have become a record holder of all Warrants held by such sharesperson, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, issue a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option holder of the Warrant Agent, paid directly by so exercised covering the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the aggregate number of shares of Common Stock issuable as to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountwhich Warrants remain unexercised.

Exercise of Warrants. (a) A Warrant shall During the period specified in Section 2.2, any whole number of Warrants may be exercised by surrendering the Warrant Holder Certificate evidencing such Warrants at the place or at the places set forth in the Warrant Certificate, with the purchase form set forth in the Warrant Certificate duly executed, accompanied [by surrendering to payment in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds]] [by surrender of the [specified aggregate amount of [identified securities]] [by bank wire transfer in immediately available funds], of the Exercise Price for each Warrant exercised. The date on which payment in full of the Exercise Price for a Warrant and the duly executed and completed Warrant Certificate are received by the Warrant Agent shall be deemed to be the certificate evidencing date on which such Warrant with is exercised. The Warrant Agent shall deposit all funds received by it as payment for the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering Warrants to the account of the Company maintained with it for such purpose and shall advise the Company by telephone at the end of each day on which such a payment is received of the amount so deposited to its account. The Warrant Agent, by good check payable Agent shall promptly confirm such telephonic advice to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchasedCompany in writing. (b) During its The Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part Agent shall from time to time, provided that not less than 100 shares as promptly as practicable after the exercise of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate Warrants in accordance with the exercise form thereon duly executed together with payment in full terms and conditions of this Agreement and the Warrant Certificates, advise the Company and the Trustee of (i) the number of Warrants so exercised, (ii) the instructions of each Holder of the aggregate Exercise Price Warrant Certificates evidencing such Warrants with respect to delivery of the shares of Common Stock Warrant Debt Securities to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as which such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable Holder is entitled upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of such Holder as to delivery of Warrant Certificates evidencing the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b)balance, if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasionany, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued remaining after such exercise, and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to other information as the Company by or the Warrant Agent at the time of each disbursement of funds held in the Collection AccountTrustee shall reasonably require.

Exercise of Warrants. (a) Commencing (i) in the case of the Class A Warrant shall Warrants, at the opening of business on the Class A Initial Exercise Date and (ii) in the case of the Class B Warrants, at the opening of business on the Class B Initial Exercise Date, Warrants may be exercised by surrendering the Warrant Holder by surrendering to Certificate evidencing such Warrants at the Warrant Agent the certificate evidencing such Warrant Agent's Office with the exercise Election to Purchase form set forth on the reverse of such the Warrant Certificate duly completed and executed and delivering by the registered holder thereof or his attorney duly authorized in writing, accompanied by payment in full, as set forth below, to the Warrant Agent, by good check payable to Agent for the order account of the Company, Company the aggregate Exercise Price of the shares for each share of Common Stock as to which Warrants are exercised and any taxes that the registered holder is required to pay as set forth in Section 3.9. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased. , (bii) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time delivery to time, provided the Company of that not less than 100 number of shares of Common Stock, duly endorsed, having an aggregate Fair Market Value (as defined in Section 4.1(d)) equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased or (iii) by any integral multiple combination of such amount(i) and (ii). In the alternative, shall be purchased upon any partial exercise. (c) Upon receipt the holder of a Warrant Certificate with the may exercise form thereon duly executed together with payment in full its right to purchase some or all of the aggregate Exercise Price Warrant Shares subject to such Warrant Certificate, on a net basis, such that, without the exchange of the shares any funds, such holder receives that number of Common Stock Warrant Shares subscribed to be purchased, the pursuant to such Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total Certificate less that number of shares of Common Stock issuable upon having an aggregate Fair Market Value at the Date of Exercise equal to the aggregate Exercise Price that would otherwise have been paid by such exerciseholder for the number of Warrant Shares subscribed to pursuant to such Warrant Certificate. A registered Warrant holder may exercise all or any number of whole Warrants represented by a Warrant Certificate. (b) Upon receiving notice that any Warrants are to be exercised, in such names and denominations as are required for delivery to, or in accordance with the instructions Warrant Agent will promptly provide a notice of exercise to the Company (the "Exercise Notice"). The Exercise Notice shall set forth the name of the Warrant Holder. Such Common Stock certificates shall registered holder, the number of Warrants to be deemed exercised, the number of shares to be issued, the Date of Exercise, the method of payment and the person Warrant Certificate number. Promptly following the receipt by the Company of an Exercise Notice, the Company shall provide to whom the Warrant Agent, in the event that shares of Common Stock are surrendered in payment of the Exercise Price, with the aggregate Fair Market Value with respect to such shares of Common Stock. If, upon exercise of any Warrants, shares of Common Stock are surrendered to the Warrant Agent, the Warrant Agent shall promptly deliver such shares of Common Stock to the Company. If, upon exercise of any Warrants, shares of Common Stock are surrendered in an amount in excess of the amount to be applied to the Exercise Price of Warrants exercised, then the Warrant Agent shall so notify the Company and the Company shall deliver the amount of such excess in the form of shares of Common Stock to the holder. (c) A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the due surrender for exercise of the Warrant Certificate and payment to the Warrant Agent for the account of the Company of the Exercise Price and any applicable taxes that the registered holder is required to pay as set forth in Section 3.9. Each Person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares at the close of business on the date on which the Warrant Certificate was duly surrendered to the Warrant Agent and payment of the Exercise Price and any such applicable taxes was made to the Warrant Agent for the account of the Company, irrespective of the date of delivery of such share certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become a the holder of record of such shares at the close of Common Stock, as of business on the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the next succeeding date on which such the stock transfer books of the Company shall next be are open (whether before, on before or after the expiration of the applicable Warrant Exercise PeriodExpiration Date). (d) Subject to Section 6(b), if less than all The Warrant Agent may deem and treat the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for person named as the balance of registered holder on the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise face of any Warrant, Warrant as the true and lawful owner thereof for all purposes. If the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis is instructed to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the deliver shares of Common Stock issued upon the exercise of Warrants or to be delivered to deliver a Warrant Certificate representing unexercised Warrants, in either case registered in a name or names other than the record holder(s) of name or names in which a Warrant Certificate tendered in connection with such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expensesexercise is registered, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at may require such documents, and such evidence of payment of applicable transfer taxes, as it may deem necessary to enable it to carry out the time instructions of each disbursement of funds held in the Collection Accountbearer.

Exercise of Warrants. (a) A Warrant shall At any time and from time to time on and after ____________, 1998 and expiring on __________, 2002 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrant Holder Warrants by surrendering the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed attached hereto as Exhibit B and executed and delivering to the Warrant Agent, by good a check payable to the order of the CompanyCompany in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the aggregate Exercise Price Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be purchased. (b) During its Warrant Exercise Periodpaid a cash amount equal to such fraction, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares multiplied by the Current Value of one full share of Common Stock, or any integral multiple Stock on the date of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the . Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to be purchasedless than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant Agent shall requisition from to the transfer agent for holder of the Common Stock (including Warrant so exercised covering the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total aggregate number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)Warrants remain unexercised. (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Warrant shall be exercised by the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole upon surrender to the Company at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full its principal office of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificate or certificates evidencing the total Warrants to be exercised, together with the form of election to purchase on the reverse thereof duly filled in and signed, (and upon payment to the Company for the account of the Company in accordance with the provisions of Sections 9 and 10 hereof), for the number of shares of Common Stock in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price shall be made by check, Cashier's Check, money order, or any combination thereof. Subject to Section 6 hereof, upon such surrender of Warrants and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as provided in Section 11 hereof, in respect of any fractional shares of Common Stock otherwise issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holdersurrender. Such Common Stock certificate or certificates shall be deemed to have been issued and any person so designated to be issued, and the person to whom such shares of Common Stock are issued of record named therein shall be deemed to have become a holder of record of such shares of Common Stock, Stock as of the date of the surrender of such Warrant Certificate Warrants and payment of the Exercise Warrant Price, whichever shall last occuras aforesaid; provided, however, that if if, at the books date of surrender of such Warrants and payment of the Company with respect to Warrant Price, the transfer of books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Common Stock in respect of which such Warrants are then closed, such shares exercised shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Common Stock; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty days. The rights of purchase represented by the Company Warrants shall next be open (whether beforeexercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of less than all of the Common Stock purchasable on or after such exercise at any time prior to the date of expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasionWarrants, a new certificate evidencing the remaining Warrant Certificate for the balance of the or Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stockissued. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Subject to subsection (b) of this Section 1, upon presentation and surrender of this Warrant shall be exercised Agreement, with the attached Purchase Form duly executed, at the principal office of the Company, or at such other place as the Company may designate by the Warrant Holder by surrendering notice to the Warrant Agent the certificate evidencing such Warrant Holder hereof, together with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good a certified or bank cashier's check payable to the order of the CompanyCompany in the amount of the Exercise Price times the number of Shares being purchased (or in the case of exercise pursuant to Section 1(c)(i) or (ii), as set forth in such sections), the aggregate Exercise Price of Company shall deliver to the shares of Common Stock to be Holder hereof, as promptly as practicable, certificates representing the Shares being purchased. (b) During its Warrant Exercise Period, a . This Warrant may be exercised in whole at any time or in part; and, in case of exercise hereof in part from time only, the Company, upon surrender hereof, will deliver to time, provided that the Holder a new Warrant Agreement or Warrant Agreements of like tenor entitling the Holder to purchase the number of Shares as to which this Warrant has not less than 100 shares been exercised. (b) This Warrant may be exercised at a price of Common Stock, or any integral multiple $0.60 per share (the "Exercise Price") on and after the date hereof and prior to the close of such amount, shall be purchased upon any partial exercisebusiness on the fifth anniversary date of this Warrant. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate The Exercise Price shall be payable at the time of the shares of Common Stock to exercise. The Exercise Price may be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock paid in cash (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number by cashiers' check) or by: (i) surrender of shares of Common Stock issuable of the Company already owned by the Holder, having a Market Price (as defined below) equal to the Exercise Price per share; or (ii) upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions surrender of the Warrant Holderat the principal office of the Company together with notice of election, in which event the Company shall issue Holder a number of Shares computed using the following formula: X = Y (A-B)/A where: X = the number of Shares to be issued to Holder (not to exceed the number of Shares set forth on the cover page of this Warrant Agreement, as adjusted pursuant to the provisions of Section 6 of this Warrant Agreement). Such Y = the number of Shares for which the Warrant is being exercised. A = the Market Price of one Share (for purposes of this Section 1(c)), the "Market Price" shall be defined as the closing price on the exchange on which the Common Stock certificates shall be deemed traded for the trading day prior to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of exercise of this Warrant Agreement; provided if the surrender Common Stock does not trade on any exchange, the Market Price shall equal the closing bid price in the over-the-counter market for the trading day prior to the date of such exercise of this Warrant Certificate and payment Agreement, as reported by the National Association of the Exercise PriceSecurities Dealers Automated Quotation System; and, whichever shall last occur; providedprovided further, that if the books common stock is not quoted or listed by any organization, the fair value of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such sharescommon stock, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares Board of Common Stock issued upon the exercise Directors of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company, whose determination shall be conclusive, shall be used). These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in B = the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection AccountExercise Price.

Exercise of Warrants. (a) A During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all of the Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with written notice (in the form attached to this Agreement) duly completed and signed, which signature shall be exercised guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Warrant Holder by surrendering Securities Exchange Act of 1934, as amended, and (ii) paying to the Warrant Agent for the certificate evidencing account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering Certificate(s) are surrendered to the Warrant AgentAgent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by good certified or official bank check or checks payable to the order of the CompanyCompany (any such payments under subsections (1) or (2) shall be made in lawful money of the United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the shares right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to such Holder shall be calculated as follows: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in part, the number of Warrant Shares for which it is being exercised); A = the Trading Price of a share of Common Stock to be purchaseddetermined as of the date of exercise; and B = the then-current Exercise Price. (b) During its Warrant Exercise Period, In the event that less than all of the Warrants evidenced by a Warrant may be exercised in whole at any time or in part from time to timeCertificate are exercised, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, the Holder thereof shall be purchased upon any partial exerciseentitled 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 Section 4.2 and Section 3 of this Agreement. 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. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together of any Warrants in accordance with payment in full 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 aggregate Exercise Price 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 shares exercise of Common Stock to be purchased, such Warrants and shall take or cause the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as to take such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations other actions as are required for delivery to, or in accordance with necessary to complete the instructions exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 9). The certificate or certificates representing such Warrant Holder. Such Common Stock certificates Shares shall be deemed to have been issued and any person so designated to be issued, and the person to whom such shares of Common Stock are issued of record named therein shall be deemed to have become a holder of record of such shares of Common Stock, Warrant Shares as of the date the Warrants are exercised. (d) Upon delivery of the surrender Warrant Shares issuable upon exercise of such a Warrant Certificate in accordance herewith and payment of any required new Warrant Certificates, the Exercise Price, whichever Company shall last occur; provided, that if direct the books Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner permitted by applicable laws and satisfactory to the Company in accordance with its written instructions to the Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and Company all amounts received by the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder Warrant Agent upon exercise of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise PeriodWarrants. (e) All The Warrant Certificates surrendered upon exercise Agent shall keep copies of Warrants shall be canceled. (f) Upon this Agreement and any notices given or received pursuant to this Agreement available for inspection by the exercise of any WarrantHolders during normal business hours at its office. The Company shall, at its sole expense, supply the Warrant Agent shall promptly deposit all funds received in payment from time to time with such numbers of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement copies of the Company and this Agreement as the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stockreasonably request. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A This Warrant shall be exercised is exercisable in whole or in part at the Exercise Price per share of Common Stock payable hereunder, payable in cash or by the certified or official bank check, or by "cashless exercise," by means of tendering this Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse Company to receive a number of such Warrant Certificate duly completed and executed and delivering shares of Common Stock equal to the Warrant Agent, by good check payable to difference between the order of the Company, the aggregate Exercise Price Market Value of the shares of Common Stock issuable upon exercise of this Warrant and the product of the number of shares issuable upon exercise and the Exercise Price, divided by the Market Value Per Share. For example, if Holder receives a warrant to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 purchase 1,500,000 shares of Common StockStock at an Exercise Price of $1.00 and decides to use the "cashless exercise" method to exercise its option to purchase all 1,500,000 shares at a time when the Company's Common Stock has a Market Value Per Share of $10.00, or any integral multiple Holder would receive 1,350,000 shares of such amount, shall be purchased Common Stock upon any partial exercise. (c) . Upon receipt surrender of a this Warrant Certificate with the exercise form thereon annexed Notice of Exercise Form duly executed executed, together with payment in full of the aggregate Exercise Price of for the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates Holder shall be deemed entitled to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become receive a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on certificate or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate certificates for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon so purchased. For the exercise purposes of Warrants to this Section 2, "Market Value" shall be delivered an amount equal to the record holder(s) average closing bid price of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery a share of Common Stock certificates to shareholders, will be deducted monthly from funds held in for the Collection Account or, at ten (10) days preceding the option Company's receipt of the Warrant Agent, paid directly Notice of Exercise Form duly executed multiplied by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount be issued upon surrender of funds remitted by such exercising Warrant Holders, respectivelythis Warrant, and "Market Value Per Share" shall be an amount equal to the average closing bid price of a share of Common Stock for the ten (iv10) any expenses paid (including fees and expenses days preceding the Company's receipt of the duly executed Notice of Exercise Form. (b) For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Agent) will Shares issued in a cashless exercise transaction shall be provided deemed to the Company have been acquired by the Holder and the holding period for the Warrant Agent at Shares shall be deemed to have been commenced on the time issue date of each disbursement this Warrant (provided such interpretation remains the position of funds held in the Collection AccountSecurities and Exchange Commission).

Exercise of Warrants. (a) A Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the Effective Date and on or prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be exercised payable by the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent(x) cash, by good or (y) certified or official bank check payable to the order of the Company. The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." In the event that, at any time after the one year anniversary of the Closing Date, the aggregate Registration Statement is not effective, the Holder may, in lieu of payment of the Exercise Price in cash, make such payment by way of a "cashless exercise" through the written election of the Holder to have withheld by the Company from the shares of Common Stock otherwise deliverable upon exercise, Common Stock having an aggregate Market Price on the date of exercise equal to be purchasedthe Exercise Price. (b) During its As promptly as practicable, and in any event within three (3) Business Days after receipt of the Warrant Exercise PeriodDocumentation, a Warrant may the Company shall deliver or cause to be exercised in whole at any time or in part from time to timedelivered (A) certificates representing the number of validly issued, provided that not less than 100 fully paid and nonassessable shares of Common StockStock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised, a new Warrant Certificate or any integral multiple Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such amountshares of Common Stock at such time. In lieu of delivering physical certificates pursuant to clause (A) above, if the Company's transfer agent is participating in the Depositary Trust Company ("DTC") Fast Automated Securities Transfer program and the certificates therefore are not required to bear a legend, the Company shall be purchased upon any partial exercisecause its transfer agent to electronically transmit such shares of Common Stock by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission system. (c) Upon receipt of a Warrant Certificate The Company shall pay all expenses incurred by it in connection with the exercise form thereon duly executed together with payment in full taxes and other governmental charges (other than income taxes of the aggregate Exercise Price of the shares of Common Stock to Holder) that may be purchasedimposed in respect of, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make issue or delivery of, certificates evidencing the total number of any shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions exercise of the Warrant HolderWarrants evidenced hereby. Such Common Stock certificates The Company shall not be deemed required, however, to be issued, and pay any tax or other charge imposed in connection with any transfer involved in the person to whom such shares issue of Common Stock are issued of record shall be deemed to have become a holder of record of such any certificate for shares of Common Stock, as the case may be, in any name other than that of the date registered holder of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)evidenced hereby. (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance In connection with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any WarrantWarrants evidenced hereby, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number no fractions of shares of Common Stock issuable shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such exercising fractional interest multiplied by the Market Price for one share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant Holdersshall be exercised by the holder thereof at the same time, respectively, (iii) the amount number of funds remitted by full shares of Common Stock issuable on such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses exercise shall be computed on the basis of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time total number of each disbursement of funds held in the Collection AccountWarrants so exercised.

Exercise of Warrants. (a) A Upon the terms and subject to the conditions set forth in this Warrant, each holder of Warrants shall have the right, which may be exercised until 5:00 p.m., New York City time, on March 5, 2005 (the "Expiration Time"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive upon exercise of this Warrant and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to the Expiration Time shall be deemed automatically exercised by in accordance with the Warrant Holder by surrendering last sentence of the following paragraph (even if the form of election to purchase attached hereto is not delivered) immediately prior to such Expiration Time. (b) Warrants may be exercised upon surrender to the Warrant Agent the certificate evidencing such Company of this Warrant with the exercise form on the reverse of such Warrant Certificate election to purchase attached hereto duly completed filed in and executed signed and delivering upon payment to the Company of the Exercise Price for each of the Warrant Agent, Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made at the principal offices of the Company by good certified or official bank check payable to the order of the Company. In lieu of exercising any Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 2), if any, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Periodholder may, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares convert such Warrant, in whole or in part, into such number of Common StockWarrant Shares determined by dividing (a) the aggregate Current Market Value - of the number of Warrant Shares represented by such Warrant, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with minus the exercise form thereon duly executed together with payment in full sum of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment Shares plus transfer taxes, if any, by (b) the Current Market Value of the Exercise Priceone Warrant Share (such conversion, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period- "Cashless Exercise"). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a1) A Upon and subject to the provisions of this -------------------- Article 5, any holder of a Warrant shall be exercised by may exercise from time to time the Warrant Holder right thereby conferred on him to subscribe for Common Shares by surrendering to the Warrant Agent after the certificate evidencing such Warrant with date upon which the exercise form on Warrants are issued and until the reverse Expiry Time at its principal office in the City of such Toronto, the Warrant Certificate duly completed and executed and delivering evidencing the Warrants, together with a certified cheque or bank draft in an amount equal to the Warrant Agentapplicable Purchase Price, multiplied by good check the number of Common Shares to be received payable to or to the order of the Company, Sellers and the Exercise Form duly completed and executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Agent. (2) The Exercise Form shall be signed as set out above and shall specify: (a) the number of Common Shares which the Warrantholder wishes to subscribe for upon the exercise of the Warrants (being not more than those which he is entitled to subscribe for pursuant to the aggregate Exercise Price number of the shares of Common Stock to be purchased.Warrants so surrendered); and (b) During its Warrant Exercise Periodthe person or persons in whose name or names the Common Shares are to be issued, a Warrant may his or their address or addresses and the number of Common Shares to be exercised in whole at any time or in part from time issued to timeeach such person if more than one is so specified, provided that not less than 100 shares of the Warrantholder shall only be entitled to direct his entitlement to the Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exerciseShares in a manner permitted by applicable securities legislation. (c3) Upon receipt of a Such Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and so surrendered only upon delivery thereof to the person Agent at the Agent's principal office in the City of Toronto (at the address specified in the attachment to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; Form) or by mailing the same to the Agent at the Agent's principal office in the City of Toronto (at the address specified in the attachment to the Exercise Form). Subject as hereinafter in this Section 5.1 provided, that if but notwithstanding anything else herein contained, the books of the Company with respect to the transfer of Common Stock are then closed, such shares Warrants shall be deemed to be issuedvalidly exercised only upon actual receipt of the Warrant Certificate(s), together with a certified cheque or bank draft in an amount equal to the applicable Purchase Price, multiplied by the number of Common Shares to be received payable to or to the order of the Corporation and the person duly completed Exercise Form attached to whom such shares said Warrant Certificate(s) by the Agent at the office referred to above (by way of Common Stock are issued of record delivery or mail respectively) at or prior to the Expiry Time. (4) The Exercise Form shall not be deemed to have become a record holder of such shares, as be duly completed if the name and mailing address of the date holder do not appear legibly on which such transfer books of Exercise Form or such Exercise Form is not signed by the Company shall next be open (whether beforeholder, on his executors, administrators, other legal representatives or after the expiration of the applicable Warrant Exercise Period)such holder's attorney duly appointed. (d5) Subject to Section 6(b), if less than all If any of the Common Shares in respect of which the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall are to be issued and delivered to, to a person or persons other than the Warrantholder in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.provisions of

Exercise of Warrants. (a) Subject to Section 3.03 and Article IV, the Holder of a Warrant shall have the right, prior to the Expiration Date, at such Holder's option, to exercise such Warrant and purchase the Exercise Amount of Common Stock at the Exercise Price. A Warrant shall may be exercised by the Warrant Holder by surrendering giving notice to the Warrant Agent no later than 5:00 p.m. New York time on the certificate evidencing Business Day preceding the proposed date of exercise of such Warrant with and completing the exercise form of election to purchase set forth on the reverse side of such Warrant Certificate duly completed and executed Certificate, and delivering the same, together with the related Warrant Certificate (in the case of Definitive Warrants), to the Warrant AgentAgent no later than 5:00 p.m., by good check payable New York time, on the date of such exercise, together with a Cash Payment (unless, in accordance with Section 3.03(c), a Remarketing Payment is to be made). In no event may a Holder satisfy its obligation to pay the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchasedby tendering Preferred Securities. (b) During its On the date of exercise of a Warrant, the Company shall issue, and the Warrant Exercise PeriodAgent shall deliver, a Warrant may be exercised in whole at any time to or in part from time to time, provided that not less than 100 shares upon the order of Common Stock, or any integral multiple the Holder of such amountWarrant, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares Amount of Common Stock to which such Holder is entitled, registered in such name or names as may be purchased, directed by such Holder. The date on which such Warrant Certificate and payment are received by the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates aforesaid shall be deemed to be issued, the date on which the related Warrant is exercised and the person related Common Stock is issued. Notwithstanding anything to whom such the contrary in this paragraph (b), (i) no fractional shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, by the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered Company upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, (ii) if more than one Warrant shall be exercised at the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined same time by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holderssame Holder, the number of shares of Common Stock issuable to in connection with such exercising Warrant Holdersexercise shall be computed on the basis of the aggregate Exercise Amount of the Warrants so exercised, respectively, and (iii) on the date a Holder exercises such Holder's Warrant, the Company shall pay such Holder an amount in cash equal to the then-current Market Price (multiplied by the related fraction) of Common Stock for such fractional shares, computed to the nearest whole cent. (c) If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall countersign and deliver, a new Warrant Certificate evidencing the number of Warrants remaining unexercised. (d) The Warrant Agent shall deposit all funds received by it in connection with a Cash Payment of the Exercise Price into the account of the Company maintained with it for such purpose by notice in writing to the Warrant Agent, and shall notify the Company by telephone by 5:00 p.m., New York time, of each day on which a Cash Payment of the Exercise Price for Warrants is so deposited of the amount of funds remitted by such exercising deposit into its account. The Warrant HoldersAgent shall promptly confirm such notice in writing to the Company. (e) The Warrant Agent shall, respectivelyfrom time to time, as promptly as practicable, advise the Company of (i) the number of Warrants exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Common Stock to which such Holder is entitled upon such exercise, and (iviii) such other information as the Company shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing. (f) The Company shall pay all documentary stamp taxes attributable to the initial issuance of Warrants or to the issuance of Common Stock to the registered Holder of such Warrants upon exercise thereof; provided, however, that such Holder, and not the Company, shall be required to pay any expenses paid (including fees and expenses stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Common Stock; and in the event that any such transfer is involved, the Company shall not be required to issue any Common Stock (and such Holder's purchase of the Common Stock issued upon the exercise of such Holder's Warrant Agentshall not be deemed to have been consummated) will be provided until such tax or other charge shall have been paid or it has been established to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection AccountCompany's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) A Upon the terms and subject to the conditions set forth in this Warrant, each holder of Warrants shall have the right, which may be exercised until 5:00 p.m., New York City time, on March 5, 2005 (the "Expiration Time"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive upon exercise of this Warrant and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to the Expiration Time shall be deemed automatically exercised by in accordance with the Warrant Holder by surrendering last sentence of the following paragraph (even if the form of election to purchase attached hereto is not delivered) immediately prior to such Expiration Time. (b) Warrants may be exercised upon surrender to the Warrant Agent the certificate evidencing such Company of this Warrant with the exercise form on the reverse of such Warrant Certificate election to purchase attached hereto duly completed filed in and executed signed and delivering upon payment to the Company of the Exercise Price for each of the Warrant Agent, Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made at the principal offices of the Company by good certified or official bank check payable to the order of the Company. In lieu of exercising any Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 2), if any, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Periodholder may, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares convert such Warrant, in whole or in part, into such number of Common StockWarrant Shares determined by dividing (a) the aggregate Current Market Value of the number of Warrant Shares represented by such Warrant, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with minus the exercise form thereon duly executed together with payment in full sum of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment Shares plus transfer taxes, if any, by (b) the Current Market Value of the Exercise Priceone Warrant Share (such conversion, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period"Cashless Exercise"). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all of the Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with written notice (in the form attached to this Agreement) duly completed and signed, which signature shall be exercised guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Warrant Holder by surrendering Securities Exchange Act of 1934, as amended, and (ii) paying to the Warrant Agent for the certificate evidencing account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering Certificate(s) are surrendered to the Warrant AgentAgent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by good certified or official bank check or checks payable to the order of the CompanyCompany (any such payments under subsections (1) or (2) shall be made in lawful money of the United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the shares right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to such Holder shall be calculated as follows: X = Y(A-B) Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in part, the number of Warrant Shares for which it is being exercised); A = the Trading Price of a share of Common Stock to be purchaseddetermined as of the date of exercise; and B = the then-current Exercise Price. (b) During its Warrant Exercise Period, In the event that less than all of the Warrants evidenced by a Warrant may be exercised in whole at any time or in part from time to timeCertificate are exercised, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, the Holder thereof shall be purchased upon any partial exerciseentitled 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 Section 4.2 and Section 3 of this Agreement. 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. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together of any Warrants in accordance with payment in full 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 aggregate Exercise Price 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 shares exercise of Common Stock to be purchased, such Warrants and shall take or cause the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as to take such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations other actions as are required for delivery to, or in accordance with necessary to complete the instructions exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 9). The certificate or certificates representing such Warrant Holder. Such Common Stock certificates Shares shall be deemed to have been issued and any person so designated to be issued, and the person to whom such shares of Common Stock are issued of record named therein shall be deemed to have become a holder of record of such shares of Common Stock, Warrant Shares as of the date the Warrants are exercised. (d) Upon delivery of the surrender Warrant Shares issuable upon exercise of such a Warrant Certificate in accordance herewith and payment of any required new Warrant Certificates, the Exercise Price, whichever Company shall last occur; provided, that if direct the books Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner permitted by applicable laws and satisfactory to the Company in accordance with its written instructions to the Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and Company all amounts received by the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder Warrant Agent upon exercise of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise PeriodWarrants. (e) All The Warrant Certificates surrendered upon exercise Agent shall keep copies of Warrants shall be canceled. (f) Upon this Agreement and any notices given or received pursuant to this Agreement available for inspection by the exercise of any WarrantHolders during normal business hours at its office. The Company shall, at its sole expense, supply the Warrant Agent shall promptly deposit all funds received in payment from time to time with such numbers of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement copies of the Company and this Agreement as the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stockreasonably request. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A The rights represented by any Warrant shall issued pursuant hereto may be exercised by the Warrant Holder thereof, in whole or in part, by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased.Office: (bi) During its Warrant Exercise Periodthe Warrant, together with a Warrant may be exercised properly completed Election to Purchase in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise.the form attached thereto; and (cii) Upon receipt of at the Holder's option, either (A) a Warrant Certificate with check or bank draft in the exercise form thereon duly executed together with payment in full amount of the aggregate Exercise Price of for the shares of Common Stock to be purchased, or (B) Common Stock, preferred stock, Warrants or other securities of the Warrant Agent shall requisition from Company having a Market Price equal to the transfer agent aggregate Exercise Price for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or to be purchased. For purposes of this Section 4: (I) the Market Price per share of Common Stock at any time shall be determined in accordance with the instructions definition of Market Price, (II) the Market Price per Warrant Holder. Such Common Stock certificates at any time shall be deemed to be issued, and the person to whom such shares Market Price per share of Common Stock are minus the Exercise Price then in effect, and (III) the Market Price of other securities shall be as reasonably determined by the Company's Board of Directors in accordance with the principles set forth in the definition of Market Price. Upon such exercise the Company shall issue and deliver to or to the order of the registered Holder(s) of such Warrant, and in such name or names as such registered Holder(s) may designate, one or more stock certificate(s) for the Warrant Shares to be issued upon such exercise of record such Warrant. Any person(s) so designated to be named therein shall be deemed to have become a holder the Holder(s) of record of such shares of Common Stock, Warrant Shares as of the date of delivery to the surrender of such Company at the Warrant Certificate and payment Office of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, Warrant and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, Exercise Price therefor as of the date on which such transfer books of the Company shall next be open provided in clauses (whether before, on or after the expiration of the applicable Warrant Exercise Period)i) and (ii) above. (db) Subject to Section 6(b), if less than all the Warrants evidenced by If a Warrant Certificate are is exercised upon a single occasionin part at any time, a new Warrant Certificate for the balance of the or Warrants not so exercised shall be issued and delivered tofor the unexercised portion of such Warrant. Each new Warrant so issued shall bear any legend required by Section 11.3 of the Purchase Agreement, or in accordance with transfer instructions properly given by, if the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) presented in connection with a partial exercise thereof bore such legend. All Warrant Certificates Warrants surrendered upon exercise of Warrants shall be canceled. (fc) Upon The Company will pay all taxes (other than any applicable income or similar taxes payable by the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account"Holders) established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis attributable to the Company after they have been determined by the initial issuance of Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued Shares upon the exercise of Warrants the Warrants; provided, that the Company shall not be required to pay any tax which may be delivered to the record holder(s) payable in respect of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting any transfer involved in the capacity as issue of any Warrant Agent will be paid or reimbursed by any certificate for Warrant Shares in a name other than that of the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option registered Holder of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountsurrendered for exercise.

Exercise of Warrants. (a) A Warrant shall be exercised by the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 twenty (20) shares of Common Stock, or any integral multiple of such amount, Stock shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit forward all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected fundsCompany. Once such funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will hereunder shall be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will shall be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, (ii) the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will shall be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountperiodically.

Exercise of Warrants. (a) A This Warrant shall be exercised exercisable by the Warrant registered Holder by surrendering at any time and from time to time on or after the Warrant Agent Initial Exercise Date to and including the certificate evidencing such Warrant with the exercise form Expiration Date. At 6:30 p.m., New York City time on the reverse Expiration Date, the portion of such this Warrant Certificate duly completed not exercised prior thereto shall be and executed become void and delivering to of no value. The Company may not call or redeem all or any portion of this Warrant without the Warrant Agent, by good check payable to the order prior written consent of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchasedHolder. (b) During its Warrant Exercise PeriodThe Company shall not effect any exercise of this Warrant, and a Warrant may be exercised Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 4 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates (as defined in whole at the Purchase Agreement), and any time other person or in part from time to time, provided that not less than 100 shares of Common Stock, entity acting as a group together with such Holder or any integral multiple of such amountHolder’s Affiliates), shall be purchased upon any partial exercise. (c) Upon receipt as set forth on the applicable Notice of a Warrant Certificate with the exercise form thereon duly executed together with payment Exercise, would beneficially own in full excess of the aggregate Exercise Price Beneficial Ownership Limitation (as hereinafter defined). For purposes of the foregoing sentence, the number of shares of Common Stock to be purchased, beneficially owned by such Holder and its Affiliates shall include the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions exercise of the this Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company determination is being made, but shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by such Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(b), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by a Holder that the Company is not representing to such exercising Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 4(b) applies, the determination of whether this Warrant Holdersis exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which a portion of this Warrant is exercisable shall be in the sole discretion of a Holder, respectivelyand the submission of an Exercise shall be deemed to be each Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (iiiy) a more recent public announcement by the amount Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of funds remitted shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two trading days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the Warrant Agentnumber of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Beneficial Ownership Limitation provisions of this Section 4(b) will may be provided waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company to change the Beneficial Ownership Limitation to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant, and the provisions of this Section 4(b) shall continue to apply. Upon such a change by a Holder of the Warrant Agent at Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the time Beneficial Ownership Limitation may not be further waived by such Holder. The provisions of each disbursement this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of funds held this Section 4(b) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in the Collection Accountthis paragraph shall apply to a successor holder of this Warrant.

Exercise of Warrants. (a) A The rights represented by this Warrant shall -------------------- may be exercised by the Warrant Holder holder hereof, in whole or in part, by surrendering the surrender of this Warrant, with the purchase form attached hereto (or reasonable facsimile thereof) duly executed, at the 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 Warrant Agent holder hereof at the certificate evidencing address of such Warrant with the exercise form holder appearing on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order books of the Company, Company at any time during the aggregate Exercise Price of period within which the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a rights represented by this Warrant may be exercised or, if such exercise is in whole connection with an underwritten public offering of Shares subject to this Warrant, at any time or the location at which the underwriting agreement requires that such Shares be delivered) and upon payment as provided in part from time Section 1(b) below. The Company agrees that the Shares so purchased shall be and will be deemed to time, provided that not less than 100 shares of Common Stock, or any integral multiple be issued to the holder hereof as the record owner of such amountShares 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, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the then such exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issuedhave been effected upon such surrender of this Warrant). On each day that an exercise of this Warrant is deemed effected, and the person to whom or persons in whose name or names any certificate or certificates of Shares are issuable upon such shares of Common Stock are issued of record exercise shall be deemed to have become a the holder or holders of record of such shares Shares. Certificates for the Shares so purchased shall be delivered, at the Company's expense (including, without limitation, the payment by the Company of Common Stockany 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 new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for the number (which may be fractional) of Shares (without giving effect to any adjustment therein) equal to the Shares with respect to which this Warrant shall not then have been exercised shall also be issued to the holder within such time. Certificates for fractional Shares will not be issued. (b) Payment of the warrant purchase price for the Shares purchased upon the exercise of this Warrant shall be made in full (i) by wire transfer, cash, check, or money order, payable in United States currency to the order of Company, (ii) by delivering to the Company the Company's Subordinated Notes (as hereinafter defined), such notes to be valued including 100% of principal amount plus accrued and unpaid interest, (iii), to the extent permitted by the Amended and Restated Indenture dated December 1, 1995 relating to the Series B Notes and the Credit Agreement dated as of February 25, 1994 among the Company, Fleet Bank, National Association and Society National Bank, as amended, by authorizing the Company to withhold from such issuance of Shares a number of Shares determined by dividing the warrant purchase price by the Closing Class A Common Stock Price (as hereinafter defined) on the date immediately preceding the date of the surrender of such Warrant Certificate and payment exercise or (iv) by any combination of the Exercise Priceforegoing. For the purposes hereof, whichever the Company's Subordinated Notes shall last occur; provided, that if mean the books of Series A Notes or the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)Series B Notes. (dc) Subject to Section 6(b)The Company will, if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of or at any time after each disbursement exercise of funds held this Warrant, upon the request of the holder thereof or of any Shares issued upon any exercise, acknowledge in writing its continuing obligation to afford to such holder all rights (including, without limitation, any registration rights relating to such Shares pursuant to the Collection AccountRegistration Rights Agreement) to which such holder shall continue to be entitled under this Warrant and the Registration Rights Agreement; provided that, if any such holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Company to afford such rights to such holder.

Exercise of Warrants. (a) Each Securityholder agrees to execute a letter of transmittal, exercise the Securities in accordance with their terms and to tender the applicable Exercise Price (as defined in the Warrant Agreement between the Company and Mellon Investor Services LLC, as Warrant Agent, dated as of September 24, 2004 (the “Warrant Agreement”)) in the Offers not later than ten (10) business days following the commencement of the Offer, and so long as the Offers substantially conform with the terms of the Offer Documents (as defined below and as they may be amended with the consent of the Securityholders as provided herein), such Securityholder shall not withdraw any exercise of such Securities unless such Offer has terminated or expired. Immediately following such exercise of Securities, each Securityholder shall provide the Company with sufficient information to identify the Securities so delivered, including, without limitation, the name of such Securityholder’s custodian participant in the Depository Trust Company and a VOI number from the Depository Trust Company identifying each exercise of Securities (the “Exercise Information”). Subject to the terms and conditions of the Offers, the Company hereby agrees to issue to the Securityholders 0.0865 Additional Shares for each Class A Warrant shall be so exercised by the Warrant Holder by surrendering and to issue to the Securityholders 0.0018 Additional Shares for each Class B Warrant Agent so exercised. In addition, the certificate evidencing such Company shall also issue that number of Common Shares required to be issued per each Warrant exercised in accordance with the terms of the Warrants. The Company shall deliver such Common Shares to the Securityholders within four business days following the Expiration Date. (b) Each Securityholder further agrees that when it exercises its Securities pursuant to paragraph (a) of this Section 1.2, it will promptly deliver to the Company at the address set forth in Section 6.9 of this Agreement, copies of all exercise form on the reverse documents together with proof of delivery of such Warrant Certificate duly completed and executed and delivering exercise documents to the Warrant Agent, by good check payable to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided such that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), may verify and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon track the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common StockSecurities. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Warrant shall be exercised by the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, (ii) the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Each Warrant shall be exercised entitle (i) in the case of the Book-Entry Warrants, the Registered Holder thereof and (ii) in the case of Warrants held through the book-entry facilities of the Depositary or by or through persons that are direct participants in the Warrant Depositary, the Beneficial Holder by surrendering thereof (the Registered Holders and the Beneficial Holders referenced in clauses (i) and (ii) above, collectively, the “Holders”), subject to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse provisions of such Warrant Certificate duly completed and executed and delivering of this Agreement, to purchase the Warrant AgentConsideration specified in such Warrant, by good check payable to at the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchasedPrice. (b) During its Warrant Exercise PeriodSubject to the provisions of the Warrants and this Agreement, the Holder of a Warrant may be exercised exercise such Holder’s right to purchase the Warrant Consideration, in whole or in part, at any time or in part from time to timetime (i) in the case of persons who hold Book-Entry Warrants, by providing an exercise form for the election to exercise such Warrant (each, an “Exercise Form”) substantially in the form of Exhibit B hereto, and (ii) in the case of Warrants held through the book-entry facilities of the Depositary or by or through persons that are direct participants in the Depositary, by providing an Exercise Form (as provided that not less than 100 shares by such Holder’s broker) to its broker, in each case properly completed and executed by the Registered Holder or the Beneficial Holder thereof, as the case may be, together with payment to the Warrant Agent (for the account of Common Stockthe Company), or any integral multiple in the case of such amountan exercise for cash pursuant to Section 3.2(c), shall be purchased upon any partial exerciseof the Exercise Amount in accordance with Section 3.2(c). (c) Upon receipt The payment of a the Exercise Price shall be made, at the option of the Holder, (i) in United States dollars by certified or official bank check payable to the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Certificate with the exercise form thereon duly executed together with payment Agent to such Holder, in full of either case in immediately available funds in an amount equal to the aggregate Exercise Price of for such Warrant Consideration as specified in the shares of Common Stock to be purchased, Exercise Form (the Warrant Agent shall requisition from the transfer agent for the Common Stock “Exercise Amount”) or (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or ii) by Cashless Exercise in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise PeriodSection 3.2(d)). (d) Subject In lieu of paying the Exercise Amount by certified or official bank check or by wire transfer, any Holder may, at any time after the date hereof and for so long as the Class A Shares continue to Section 6(bbe listed on a national securities exchange, elect to exercise Warrants by authorizing the Company to withhold from issuance of the Warrant Consideration the entire cash portion of the Warrant Consideration issuable pursuant to the Warrant Certificate evidencing the Warrants being exercised, and such number of Class A Shares which, when multiplied by the Quoted Price for the trading day immediately prior to the exercise date and then combined with the cash portion withheld by the Company, is equal to the aggregate Exercise Price of all Warrants being exercised. The portion of the Warrant Consideration withheld pursuant to the preceding sentence shall thereupon no longer be issuable under the Warrant. Such exercise (a “Cashless Exercise”) shall be honored by the Company and the Warrant Agent without payment by the Holder of any Exercise Amount or any cash or other consideration; provided, however, that the Holder shall pay such amounts as may be required pursuant to Sections 3.2(k) and 5.2(c), if less or such taxes as may be payable upon issuance of Warrant Consideration to a Person other than all the Warrants evidenced by Holder. The formula for determining the Warrant Consideration to be issued in a Cashless Exercise is as follows: X= ((A-B+$12.50) x C A where: X = the number of Class A Shares issuable upon exercise of the Warrant pursuant to this subsection (d). A = the Quoted Price. B = the Exercise Price. C = the number of Class A Shares as to which a Warrant Certificate are is then being exercised upon including the withheld Class A Shares. If, with respect to any purported or attempted Cashless Exercise of Warrants, the foregoing calculation results in a single occasionnegative number, a new then no Warrant Certificate Consideration shall be issuable via such purported or attempted Cashless Exercise and such Warrants shall be deemed to have not been exercised. Upon Cashless Exercise for Class A Shares and cash, the holder will not receive the cash portion of the Warrant Consideration because such cash portion would be withheld in satisfaction of the Exercise Price payable for the balance exercise of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise PeriodWarrants. (e) All The date on which payment in full of the Exercise Amount is received by the Warrant Certificates surrendered upon exercise Agent (or deemed to be received in the case of Warrants shall a Cashless Exercise) shall, subject to receipt of the Exercise Form, be canceled. (f) Upon deemed to be the exercise of any Warrant, date on which the Warrant is exercised. The Warrant Agent shall promptly deposit all funds received by it in payment for the exercise of Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such advice to the Company in writing. (f) Subject to Article 6, upon surrender of the Exercise Form and payment of the Exercise Price into Amount (or the deemed payment of the Exercise Amount in connection with a segregated account Cashless Exercise) in connection with the exercise of Warrants by any Holder: ("Collection Account"i) established the Warrant Agent shall requisition from the Transfer Agent for issuance and delivery to or upon the written order of the applicable Holder and in such name or names as the Holder may designate (provided, that the Holder shall pay any and all taxes payable as a result of such designation), a certificate or certificates for the Class A Shares issuable upon the exercise of the Warrants evidenced by mutual agreement the underlying Warrant Certificate or Book-Entry Warrant, as the case may be, less any Class A Shares withheld in connection with a Cashless Exercise, if applicable, (ii) the Company shall, as promptly as practicable and at its expense, and in any event within five (5) Business Days thereafter, cause to be issued to the Holder the aggregate number of whole Class A Shares (rounded down to the nearest whole share) issuable upon such exercise and deliver to the Holder written confirmation that such Class A Shares have been duly issued and recorded on the books of the Company as hereinafter provided and (iii) the Company shall issue and deliver to the Holder a check in the amount of cash portion of the Warrant Consideration (it being understood that no such payment in cash will be made in the case of a Cashless Exercise). The Class A Shares so issued shall be registered in the name of the Holder or such other name as shall be designated in the order delivered by the Holder. The certificate or certificates for such Class A Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of such Class A Shares, as applicable, as of the date of surrender of the applicable Exercise Form at the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined Office duly executed by the Holder thereof and upon payment of the Exercise Amount or the deemed payment of the Exercise Amount in connection with a Cashless Exercise. (g) In the event that any Holder makes a partial exercise of the Warrants evidenced by any Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collectedCertificate, the Warrant Agent shall cause issue and deliver a new Warrant Certificate to the certificate(sapplicable Holder evidencing a number of Warrants equal to the number of Warrants represented by the Warrant Certificate immediately prior to such partial exercise minus the number of Warrants exercised in such partial exercise. The Warrant Agent is hereby authorized and directed to countersign such new Certificate. (h) representing Any exercise of a Warrant pursuant to the shares terms of Common Stock issued this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms. (i) The Warrant Agent shall: (i) examine the Exercise Forms and all other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Forms and any such other documents have been executed and completed in accordance with their terms and the terms hereof; (ii) where an Exercise Form or any other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrants exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Forms received and delivery of Warrants to the Warrant Agent’s account; (iv) advise the Company no later than three (3) Business Days after receipt of any Exercise Form, of (a) the receipt of such Exercise Form and the number of Warrants evidenced thereby that have been exercised in accordance with the terms and conditions of this Agreement, (b) the instructions with respect to delivery of the Warrant Shares deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (c) such other information as the Company shall reasonably require; and (j) subject to Warrant Shares being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its customary requirements. (k) All questions as to the validity, form and sufficiency (including time of receipt) of any exercised Warrant, Exercise Form or the Warrant Certificate evidencing any exercised Warrant will be determined by the Company in its reasonable discretion, which determination shall be final and binding absent any manifest error. The Company reserves the right to reject any and all Exercise Forms not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Such determination by the Company shall be final and binding on the Holders, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in the exercise thereof with regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the Holders of the Warrants of any irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such notice. (l) Prior to the delivery of any Warrant Consideration upon the exercise of Warrants to be delivered a Warrant, the Holder shall pay, or make adequate provision acceptable to the record holder(s) Company for the satisfaction of, the statutory minimum prescribed amount of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by federal and state income tax and other withholding obligations of the Company. These expenses, including delivery of Common Stock certificates with respect to shareholdersany Cashless Exercise permitted hereunder, will be deducted monthly by having the Company withhold from funds held in the Collection Account or, at the option of the Warrant AgentConsideration otherwise deliverable in connection with such exercise: first, paid directly by such amount of cash otherwise deliverable under the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable Warrants equal to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted such federal and state tax and other withholding obligations and, if such cash is insufficient; second, the Company will withhold from issuing such number of Class A Shares which, when multiplied by the Quoted Price of Class A Shares is equal to the amount of such exercising Warrant Holders, respectively, federal and state tax and other withholding obligations not satisfied by the cash first withheld; or (ivm) The Company acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Agreement will be in its name and that Computershare may receive investment earnings therefrom. Neither the Company nor the Holders will be entitled to receive interest on any expenses paid (including fees and expenses deposits of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection AccountExercise Price.

Exercise of Warrants. (a) 4.1 Each Warrant may be exercised at any time during the Exercise Period, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate representing such Warrant. A Warrant shall be deemed to have been exercised by immediately prior to the close of business on the date of the surrender for exercise (the “Exercise Date”) of the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing Certificate representing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant AgentWarrant, by good check payable to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or a savings and loan association) or trust company located in the United States or a member firm of the NASD, together with payment in full of the aggregate Exercise Price of the shares of Common Stock made payable and sent to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including account of the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exerciseCompany, in such names and denominations as are required for delivery tocash or by official bank, certified, or cashier’s check, or by money order or wire transfer of good funds, of an amount in accordance with the instructions lawful money of the Warrant Holder. Such Common Stock certificates shall be deemed United States of America equal to be issuedthe Exercise Price, plus an amount equal to any applicable transfer fees or taxes, and the person entitled to whom receive the Warrant Stock deliverable upon such shares of Common Stock are issued of record exercise shall be deemed to have become a treated for all purposes as the holder thereof as of record the close of business on the Exercise Date, irrespective of the date of issuance or delivery of such shares of Common certificate for Warrant Stock; provided, as of however, that if, at the date of the surrender of such Warrant Certificate Warrants and the payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer books for the Warrant Stock or other class of Common stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Stock or for shares of such other class of stock in respect of which such Warrants are then closed, such shares exercised shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Stock or for shares of such other class of stock; provided further, that the transfer books of record, unless otherwise required by law, shall not be closed at any time for a period longer than 20 days. Except as otherwise provided herein, no Warrants presented for exercise after their Expiration Date will be accepted for exercise and all unexercised Warrants shall be void after the Expiration Date and all rights of the holders thereof shall cease at such time. No alternative, conditional, or contingent exercises shall be accepted. 4.2 Notwithstanding the provisions of Paragraph 4.1, a Warrant may not be exercised by the Registered Holder thereof unless (i) the Warrant Stock to be issued upon such exercise is registered for sale to the Registered Holder under the Securities Act and (ii) such Warrant Stock is registered or otherwise qualified for sale under the securities laws of the state or other jurisdiction in which the Registered Holder resides or the sale qualifies for an exemption from such registration or qualification. 4.3 In no circumstances shall the Company be required to issue fractions of shares upon exercise of the Warrants or otherwise, or to distribute certificates for Warrant Stock that evidence fractional shares. With respect to any fraction of a share called for upon any exercise hereof, the Company shall next pay to the Registered Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share, determined as follows: (1) if the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on The Nasdaq Stock Market, Inc. or the OTC Bulletin Board, the current market value shall be open the last reported sale price of the Common Stock on such market on the last business day prior to the date of exercise of the Warrant or if no such sale is made on such day, the average of the closing bid and asked prices for such day on such market; or (whether before2) if the Common Stock is not so listed or admitted to unlisted trading privileges, the current market value shall be the mean of the last reported bid and asked prices reported by the Pink Sheets LLC for the last business day prior to the date of the exercise of the Warrant; or (3) if the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be determined in a reasonable manner as determined in good faith by the Board of Directors of the Company. 4.4 As soon as practicable on or after the expiration Exercise Date, the Warrant Agent, on behalf of the applicable Company, shall cause to be issued to the person or persons entitled to receive the same, a certificate or certificates for the Warrant Exercise Period)Stock, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. No adjustment shall be made in respect of dividends on Warrant Stock delivered upon exercise of any Warrant. (d) Subject 4.5 The Company reserves the absolute right to Section 6(b)waive any defect or irregularity, if permit a defect or irregularity to be cured or corrected within such time as it may determine, or reject any exercise of a Warrant that it determines to have been made improperly or the acceptance of which would, in the opinion of the Company’s counsel, be unlawful. Any irregularities in connection with presentments for exercise must be cured within such time as the Company shall determine in its sole and absolute discretion unless waived. The Company shall notify the Warrant Agent in writing of its waiver of any defect or irregularity in presentment, its permission to cure or correct such defect or irregularity and any subsequent cure or correction thereof. Neither the Company nor the Warrant Agent shall be under any duty to give notification of defects in presentments for exercise or incur any liability for failure to give such notification. Any presentments for exercise as to which defects or irregularities have not been cured or waived and as to which notice of cure or waiver has not been given to the Warrant Agent as provided herein will be returned to the Registered Holder by the Warrant Agent, as soon as practicable, together with all funds held for the Registered Holder’s account. No interest shall be paid on any such funds so returned. 4.6 Once a Registered Holder has presented his Warrant Certificate and payment for exercise, the Registered Holder’s exercise of the Warrant is irrevocable. 4.7 If less than all of the Warrants evidenced represented by a Warrant Certificate are exercised upon a single occasionexercised, the Warrant Agent shall execute and mail, by first-class mail, as soon as practicable following the date of exercise, to the Holder of such Warrant Certificate, or such other person as shall be designated by the Registered Holder, a new Warrant Certificate for representing the balance number of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Periodexercised. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) 4.8 Upon the exercise exercise, as provided for in Section 4 herein, of any Warrant, the Warrant Agent shall promptly deposit all funds received in the payment of the Exercise Price therefor into a segregated an interest bearing escrow account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent)bank. All funds from the exercise deposited in the Collection Account escrow account together with interest thereon, less expenses to be paid by the Company, will be disbursed to the Company on a weekly basis to the Company after they have been once determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined An accounting relating to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) Warrants exercised and the net amount of exercise funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company made by the Warrant Agent to the Company with each payment to the Company of exercise funds, which will serve as an interim accounting during the period during which the Warrants may be exercised. A complete accounting concerning all exercises of Warrants will be made to the Company at the time completion of each disbursement of funds held in the Collection Accountperiod during which the Warrants may be exercised.

Exercise of Warrants. (a) A Subject to subsection (b) of this Section 1, upon presentation and surrender of this Warrant shall be exercised Agreement, with the attached Purchase Form duly executed, at the principal office of the Company, or at such other place as the Company may designate by the Warrant Holder by surrendering notice to the Warrant Agent the certificate evidencing such Warrant Holder hereof, together with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good a certified or bank cashier's check payable to the order of the CompanyCompany in the amount of the Exercise Price times the number of Shares being purchased (or in the case of exercise pursuant to Section 1(c)(i) or (ii), as set forth in such sections), the aggregate Exercise Price of Company shall deliver to the shares of Common Stock to be Holder hereof, as promptly as practicable, certificates representing the Shares being purchased. (b) During its Warrant Exercise Period, a . This Warrant may be exercised in whole at any time or in part; and, in case of exercise hereof in part from time only, the Company, upon surrender hereof, will deliver to timethe Holder a new Warrant Agreement or Warrant WARRANT AGREEMENT November 26, provided that 2001 1 Agreements of like tenor entitling the Holder to purchase the number of Shares as to which this Warrant has not less than 100 shares been exercised. (b) This Warrant may be exercised at a price of Common Stock$.345 per share (the "Exercise Price"). The Warrant shall expire upon the close of business November 25, or any integral multiple of such amount, shall be purchased upon any partial exercise2011. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate The Exercise Price shall be payable at the time of the shares of Common Stock to exercise. The Exercise Price may be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock paid in cash (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number by cashiers' check) or by: (i) surrender of shares of Common Stock issuable of the Company already owned by the Holder, having a Market Price (as defined below) equal to the Exercise Price per share; or (ii) upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions surrender of the Warrant Holderat the principal office of the Company together with notice of election, in which event the Company shall issue Holder a number of Shares computed using the following formula: X = Y (A-B)/A where: X = the number of Shares to be issued to Holder (not to exceed the number of Shares set forth on the cover page of this Warrant Agreement, as adjusted pursuant to the provisions of Section 6 of this Warrant Agreement). Such Y = the number of Shares for which the Warrant is being exercised. A = the Market Price of one Share (for purposes of this Section 1(c)), the "Market Price" shall be defined as the average of the closing bid and asked prices on the exchange on which the Common Stock certificates shall be deemed trades for the five trading days prior to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of exercise of this Warrant Agreement; provided if the surrender of such Warrant Certificate and payment Common Stock does not trade on any exchange, the Market Price shall equal the average of the Exercise Priceclosing bid and asked prices in the over-the-counter market for the five trading days prior to the date of exercise of this Warrant Agreement, whichever shall last occuras reported by the National Association of Securities Dealers Automated Quotation System; providedand, provided further, that if the books common stock is not quoted or listed by any organization, the fair value of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such sharescommon stock, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares Board of Common Stock issued upon the exercise Directors of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company, whose determination shall be conclusive, shall be used. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in B = the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection AccountExercise Price.

Exercise of Warrants. (a) A Warrant shall The Warrants may be exercised in whole or in part, at any time and from time to time, during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by the Warrant Holder or by surrendering the Holder's duly authorized attorney-in-fact, at the principal office of the Issuer or at such other office in the United States as the Issuer may designate by notice in writing to the Warrant Agent Holder (the certificate evidencing such Warrant with "Issuer's Office") accompanied by payment of the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant AgentExercise Price in full, in cash or by good check certified or cashier's check, payable to the order of the CompanyIssuer, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant AgentHolder, paid directly by wire transfer in accordance with instructions provided by the Company Issuer. If fewer than all of the Warrants are exercised, the Issuer shall, upon demandeach exercise prior to the expiration of the Exercise Period, execute and deliver to the Holder an amendment to this Warrant (dated the date hereof) evidencing the balance of the Warrants that remain exercisable. (b) On the date of exercise of the Warrant, the Holder exercising the same shall be deemed to have become the holder of record for all purposes of the Warrant Shares to which the exercise relates. (c) As soon as practicable, but not later than ten (10) days after the exercise of all or part of the Warrants, the Issuer shall, at the Issuer's expense (including the payment of any applicable issue taxes and the cost of any opinion of counsel required by the Issuer or its transfer agent), cause to be issued in the name of and delivered to the Holder a certificate or certificates evidencing the number of fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon such exercise. (d) The Warrant Shares issued upon exercise of this Warrant will not be registered under the Securities Act of 1933, as amended (the "Act") or the securities laws of any state in reliance on exemptions from the registration requirements of the Act and such laws. A report setting forth Accordingly, the Warrant Shares may be sold or otherwise transferred only upon (i) registration under the names of exercising Warrant HoldersAct and qualification under applicable state securities laws, (ii) compliance with Rule 144 under the number of shares of Common Stock issuable to such exercising Warrant HoldersAct, respectively, or (iii) the amount Issuer's receipt of funds remitted by an opinion, at the Holder's expense, from counsel reasonable acceptable to the Issuer to the effect that any such exercising Warrant Holders, respectively, and (iv) sale or transfer will not violate the Act or any expenses paid (including fees and expenses of state law. The Issuer will cause an appropriate legend to be placed on certificates representing the Warrant Agent) will be provided Shares to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountforegoing effect.

Exercise of Warrants. (a) A Warrant shall be exercised by Subject to the terms and conditions of this Agreement, the Holder of any Warrants may exercise, in whole or in part, such Holder’s right to purchase the Warrant Holder Shares by surrendering completing, executing and delivering a physical copy or .pdf copy via email of a Notice of Exercise to the Company with a copy to the Warrant Agent in accordance with Section 8.2. The exercising Holder shall be required to physically surrender the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering (if any) to the Warrant AgentAgent in connection with any exercise thereof. Except to the extent that the cashless exercise procedure specified in Section 4.3(b) is specified in the applicable Notice of Exercise, within the earlier of (i) two (2) Trading Days or (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 good 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 order 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 be required unless required by the Warrant Agent in the case of an issuance of Warrant Shares to a Person who is not the registered Holder of the Warrant being exercised. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. Following the exercise by a Holder of any of its Warrants, the Warrant Agent shall reduce the Warrant Register and such 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, enforceable in accordance with the aggregate Exercise Price terms of the shares of Common Stock Warrants and this Agreement. Any Warrant Certificate surrendered upon exercise to the Company or the Warrant Agent by a Holder shall be purchasedpromptly cancelled by the Company. (b) During its Warrant Exercise PeriodThe Holder of any Warrants may, a Warrant may be exercised at such Holder’s option, elect to exercise Warrants, in whole at any time or in part from time to timepart, provided that not less than 100 shares by means of Common Stock, or any integral multiple of a “cashless exercise” in which such amount, Holder shall be purchased upon any partial exercise.entitled to receive a number of Warrant Shares determined pursuant to the following formula: X = (A – B) * C / A where: (cA) Upon receipt = the VWAP during the five (5) consecutive Trading Day period ending on the Trading Day immediately preceding the date the applicable Notice of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock is delivered to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed pursuant to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period).Section 4.3(a) hereof; (dB) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of = the Exercise Price into a segregated account at the time of such exercise; ("Collection Account"C) established by mutual agreement = the number of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued Shares issuable upon the exercise of the applicable Warrants being exercised, if such exercise were by means of a cash exercise rather than a cashless exercise; and (X) = the number of Warrant Shares to be delivered issued to such Holder. If the record holder(s) foregoing calculation results in a negative number, then no Warrant Shares shall be issuable via a cashless exercise. If Warrant Shares are issued in such a cashless exercise the Warrant Shares shall take on the characteristics of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by Warrants being exercised, and the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option holding period of the Warrant Agent, paid directly by Shares being issued may be tacked on to the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses holding period of the Warrant Agent) will be provided applicable Warrants, to the extent permitted in accordance with Section 3(a)(9) of the Securities Act. The Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountagrees not to take any position contrary to this Section 4.3(b).

Exercise of Warrants. (a) A Warrant shall During the period commencing one year after the Closing Date and ending at 5:00 p.m. Midland, Texas time on November 20, 2006, Warrants may be exercised from time to time as to all or any portion of the whole number of shares of Warrant Stock by the Warrant Holder holder thereof upon surrender of the Warrant(s), accompanied by surrendering a subscription for shares to be purchased in the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed attached hereto as Exhibit B and executed and delivering to the Warrant Agent, by good cash or by a certified or bank cashier's check payable to the order of the CompanyCompany in the amount obtained by multiplying the number of shares of Warrant Stock as to which the Warrant is being exercised (as so designated by the holder) by the Purchase Price, delivered to the aggregate Exercise Price Company at its principal office at 000 X. Xxxxxxxxxx, Suite 465, Midland, Texas 79701, and such holder shall thereupon be entitled to receive pursuant to Section 4 of this Agreement the number of shares of Warrant Stock to which such holder is entitled upon such exercise of the shares Warrant (subject to any adjustments in the number or character thereof required by Sections 6 and 7 of Common Stock this Agreement) plus all other stock and Other Securities and property (including cash, where applicable) to be purchasedwhich such holder is then entitled pursuant to Sections 6 and 7 of this Agreement. (b) During its Notwithstanding anything to the contrary contained in this Section 3, any holder may elect to exercise any Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 by receiving shares of Common Warrant Stock equal to the value (determined below) of the Warrant (or any part hereof), upon surrender of the Warrant (or any part thereof) at the office or agency described in Section 3(a) above, together with notice of such election, specifying the part of the Warrant so surrendered, in which event the Company shall issue and deliver to the holder a number of shares of Warrant Stock determined using the following formula: X = (Y) (A-B) --------- A where X = the number of shares of Warrant Stock to be issued to the holder of the Warrant; Y = the number of shares of Warrant Stock purchasable under the Warrant, or portion of the Warrant, surrendered; A = the Current Market Value per share of the Warrant Stock, or any integral multiple determined pursuant to Section 4 of such amount, shall be purchased upon any partial exercisethis Agreement; and B = the then current Purchase Price per share of Warrant Stock. (c) Upon receipt any partial exercise of a Warrant Certificate with Warrants, the exercise form thereon duly executed together with payment in full Company at its expense will forthwith issue and deliver to or upon the order of the aggregate Exercise Price holder hereof a new Warrant or Warrants of like tenor, in the name of the shares holder thereof or as such holder (upon payment by such holder of Common Stock to be purchasedany applicable transfer taxes) may request, calling in the Warrant Agent shall requisition from aggregate on the transfer agent face or faces thereof for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Warrant Stock issuable upon equal to the number of such exercise, in such names and denominations as are required shares called for delivery to, or in accordance with on the instructions face of the Warrant Holder. Such Common Stock certificates minus the number of such shares which have previously been designated by the holder in the form of subscription at the end hereof in connection with previous exercises by the holder. (d) Each exercise of Warrants shall be deemed to be issuedhave been effected immediately prior to the close of business on the date on which the Warrants shall have been surrendered to the Company in accordance with this Section 3, and at such time the person to whom such or persons in whose name or names any certificate for shares of Common Warrant Stock are issued of record (or Other Securities) shall be issuable upon such exercise shall be deemed to have become a the holder or holders of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Periodthereof. (e) All Warrant Certificates surrendered upon exercise of Warrants Appropriate adjustments as provided in this Agreement shall be canceled. (f) Upon made in connection with the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting reflect any change in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Warrant Stock issuable to such exercising Warrant Holders, respectively, (iii) the or amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of Other Securities for which the Warrant Agent) will Warrants may be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountexercised.

Exercise of Warrants. (a) A Subject to subsection (b) of this Section 1, upon presentation and surrender of this Warrant shall be exercised Agreement, with the attached Purchase Form duly executed, at the principal office of the Company, or at such other place as the Company may designate by the Warrant Holder by surrendering written notice to the Warrant Agent the certificate evidencing such Warrant Holder hereof, together with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good a certified or bank cashier's check payable to the order of the Company, Company in the aggregate amount of the Exercise Price times the number of Shares being purchased (or in the shares case of Common Stock exercise pursuant to be Section 1 (c)(i) or (ii), as set forth in such sections), the. Company shall deliver to the Holder hereof within five (5) days, certificates representing the Shares being purchased. (b) During its Warrant Exercise Period, a . This Warrant may be exercised in whole at any time or in part; and, in case of exercise hereof in part from time only, the Company, upon surrender hereof, will deliver to timethe Holder a new Warrant Agreement or Warrant Agreements of like tenor entitling the Holder to purchase the number of Shares as to which this Warrant has not been exercised at the same Exercise Price as determined by this Warrant Agreement. (b) This Warrant may be exercised, provided that not less than 100 as to any shares of Common StockStock pursuant to this Warrant Agreement, or any integral multiple at a price of such amount$0.32 per share (the "Exercise Price"). Holder shall have right to purchase 152,000 shares of Common Stock underlying this Warrant Agreement beginning December 2, 2002. The Warrant shall be purchased expire upon any partial exercisethe close of business December 2, 2007. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate The Exercise Price shall be payable at the time of the shares of Common Stock to exercise. The Exercise Price may be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock paid in cash (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number by cashiers' check) or by: (i) surrender of shares of Common Stock issuable upon of the Company already owned by the Holder, or (ii) by converting this Warrant Agreement into Shares as provided in this Section 1 (c)(ii), each election to be effected by surrender of this Warrant Agreement to the Company, together with the Net Issuance Exercise Notice in the form attached hereto indicating such exerciseelection, in such names and denominations which case the Company shall issue to the Holder the number of Shares determined as are required for delivery to, or in accordance with follows: X = Y (A-B) Where: X = the instructions number of Shares to be issued ------- A Y = the number of Shares as to which the Warrant Agreement is being exercised A = the Fair Market Value (as defined below) of one Share B = Exercise Price For purposes of the Warrant Holder. Such Common Stock certificates above calculations, the Fair Market Value of a Share shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, determined as of the date time of exercise to be equal to the average of the surrender of such Warrant Certificate closing bid and payment asked prices of the Exercise Price, whichever shall Common Stock as quoted in the Over-the Counter Market Summary or the last occur; provided, that if the books reported sale price of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and quoted on the person to whom such shares of American Stock Exchange or the closing price on any exchange on which the Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)is then listed. (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Warrant shall Warrants may be exercised by the Warrant Holder by surrendering thereof, in whole or in part, at any time and from time to time after the Warrant Agent the certificate evidencing such Warrant with the exercise form date hereof and prior to 5:00 p.m., New York City time on the reverse fifth anniversary of such Warrant Certificate duly completed and executed and the date hereof (the "Expiration Date") by delivering to the Warrant Agent, at its principal office designated for such purpose, the following: (i) the Warrant Certificate or Warrant Certificates representing the Warrants to be exercised, with the Form of Exercise Notice duly executed by good the Holder thereof; and (ii) cash, a certified or bank cashier's check payable to the order of the Company, or a wire transfer to an account designated by the aggregate Exercise Price Company, in each case in an amount equal to the product of (A) the number of Warrant Shares purchasable upon the exercise of the shares Warrants designated for exercise in the Form of Common Stock to be purchasedExercise Notice and (B) the Warrant Price. (ba) During its Warrant Exercise PeriodAs promptly as practicable after an exercise of Warrants in accordance with Section 3.1(a), a Warrant may be exercised and in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of event within 10 Business Days (as defined below) after such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall will (i) requisition from the any transfer agent for the Common Stock (including or make available, if the Warrant Agent is the transfer agent) certificates representing the number of Warrant Shares to be purchased (and the Company acting as hereby irrevocably authorizes and directs its transfer agent to comply with all such transfer agentrequests), (ii) after receipt of such certificates, cause the same to be delivered to or upon the order of the Holder exercising such Warrants, registered in such name or names as may be designated by such Holder, (iii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional Warrant Shares in accordance with the provisions of Section 5, and (iv) when appropriate, after receipt, deliver such cash to or upon receipt shall make delivery of, certificates evidencing the total order of the Holder exercising such Warrants. (b) If the number of Warrants represented by a Warrant Certificate are not exercised in full, the Company will prepare, execute and deliver to the Warrant Agent a new Warrant Certificate evidencing Warrants equivalent to such Warrants remaining unexercised and the Warrant Agent will countersign and deliver such new Warrant Certificate to or upon the order of the Holder exercising such Warrants, registered in such name or names as may be designated by such Holder. (c) The Company will take all such action as may be necessary to ensure that all Warrant Shares delivered upon exercise of Warrants, at the time of delivery of the certificates for such Warrant Shares, will (subject to payment of the Warrant Price) be duly and validly authorized and issued, fully paid and nonassessable and, if shares of Common Stock issuable upon are then listed on any national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or qualified for quotation on The Nasdaq Stock Market, Inc., will be duly listed or qualified for quotation thereon, as the case may be. (d) In the event that the Company is obligated to pay cash in lieu of fractional Warrant Shares pursuant to Section 5 in connection with any exercise of Warrants, it will make all arrangements necessary so that such exercisecash is available for distribution by the Warrant Agent, if and when appropriate. (e) The Company will pay all expenses, taxes and other charges payable in such names connection with the preparation, issuance and denominations as are required for delivery to, of certificates representing Warrant Shares or Warrant Certificates representing unexercised Warrants in connection with any exercise of Warrants in accordance with the instructions Section 3.1(a), except that, if any such certificates representing Warrant Shares or any such Warrant Certificates are to be registered in a name or names other than that of the Warrant HolderHolder at the time of any such exercise of Warrants, funds sufficient to pay all transfer or similar taxes payable as a result of such transfer shall be paid by the Holder at the time of such exercise or promptly upon receipt of a written request of the Company for payment thereof. Such Common Stock certificates shall In connection with any exercise of Warrants in accordance with Section 3.1(a), the Warrants will be deemed to have been exercised, any certificate representing Warrant Shares or any Warrant Certificate issued on account thereof will be deemed to have been issued, and the person to whom in whose name any such shares of Common Stock are certificate or Warrant Certificate is issued of record shall will be deemed for all purposes to have become a holder of record of such shares of Common Stockthe Warrant Shares or Warrants, as the case may be, represented thereby as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)exercise. (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A This Warrant shall be exercised exercisable by the Warrant registered Holder by surrendering at any time and from time to time on or after January 22, 2007 to and including the Warrant Agent the certificate evidencing such Warrant with the exercise form Expiration Date. At 6:30 p.m., New York City time on the reverse Expiration Date, the portion of such this Warrant Certificate duly completed not exercised prior thereto shall be and executed become void and delivering to of no value. The Company may not call or redeem all or any portion of this Warrant without the Warrant Agent, by good check payable to the order prior written consent of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchasedHolder. (b) During its Warrant Exercise PeriodThe Company shall not effect any exercise of this Warrant, and a Warrant may be exercised Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 4 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates (as defined in whole at the Purchase Agreement), and any time other person or in part from time to time, provided that not less than 100 shares of Common Stock, entity acting as a group together with such Holder or any integral multiple of such amountHolder’s Affiliates), shall be purchased upon any partial exercise. (c) Upon receipt as set forth on the applicable Notice of a Warrant Certificate with the exercise form thereon duly executed together with payment Exercise, would beneficially own in full excess of the aggregate Exercise Price Beneficial Ownership Limitation (as hereinafter defined). For purposes of the foregoing sentence, the number of shares of Common Stock to be purchased, beneficially owned by such Holder and its Affiliates shall include the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions exercise of the this Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company determination is being made, but shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by such Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(b), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by a Holder that the Company is not representing to such exercising Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 4(b) applies, the determination of whether this Warrant Holdersis exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which a portion of this Warrant is exercisable shall be in the sole discretion of a Holder, respectivelyand the submission of an Exercise shall be deemed to be each Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (iiiy) a more recent public announcement by the amount Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of funds remitted shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two trading days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the Warrant Agentnumber of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Beneficial Ownership Limitation provisions of this Section 4(b) will may be provided waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company to change the Beneficial Ownership Limitation to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant, and the provisions of this Section 4(b) shall continue to apply. Upon such a change by a Holder of the Warrant Agent at Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the time Beneficial Ownership Limitation may not be further waived by such Holder. The provisions of each disbursement this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of funds held this Section 4(b) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in the Collection Accountthis paragraph shall apply to a successor holder of this Warrant.

Exercise of Warrants. (a) A Subject to the terms hereof, this Warrant shall may be exercised by or exchanged in whole or in part, at any time or from time to time, on any business day commencing at the opening of business on January 1, 2006 and until 5:00 p.m., New York City time on January __, 2009 (the "EXPIRATION DATE"). This Warrant represents the right to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at any time be entitled to receive upon exercise or exchange of this Warrant and payment of the Exercise Price for the Warrant Holder by surrendering Shares. This Warrant if not exercised or exchanged prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights hereunder shall cease as of such time. This Warrant may be exercised or exchanged upon surrender to the Warrant Agent Company at its office designated for such purpose (the certificate evidencing such address of which is set forth in Section 9 hereof) of this Warrant with the exercise form on the reverse of such Warrant Certificate election to purchase attached hereto as Exhibit A duly completed filled in and executed signed and delivering upon payment to the Company of the Exercise Price which is set forth in Section 2 (as adjusted as herein provided) for the number of Warrant AgentShares in respect of which this Warrant is then exercised or exchanged. The Exercise Price shall be payable, at the option of the Holder, either (i) by good wire transfer of immediately available funds to an account designated by the Company or by certified or official bank check payable to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased. Company (bby "EXERCISE") During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (cii) Upon receipt by acceptance of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total reduced number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions further provisions of this paragraph (by "EXCHANGE"). If Holder elects to acquire shares of Common Stock pursuant to the cashless exchange procedure set forth in this clause (ii), the Holder shall receive from the Company upon exchange of this Warrant the number of shares of Common Stock determined by multiplying (A) the number of shares of Common Stock with respect to which this Warrant is being exchanged at such time by (B) a fraction, (1) the numerator of which shall be the difference between (x) the Current Market Price per share of Common Stock at such time and (y) the Exercise Price per share of Common Stock, and (2) the denominator of which shall be the Current Market Price per share of Common Stock at such time. The Company shall issue a new Warrant for the portion, if any, of this Warrant not being exercised or exchanged, as provided in the next paragraph. If this Warrant shall have been exercised or exchanged only in part, the Company shall, at the time of delivery of the certificate or certificates or other evidence of ownership of Common Stock, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. Such Subject to the provisions of Section 4 hereof, upon surrender of this Warrant and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within five business days after such receipt) to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise or exchange of this Warrant together with cash as provided in Section 6 or Section 7; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (i) of Section 6 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon surrender of this Warrant and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise or exchange of this Warrant in the manner described in this sentence together with cash, if any, as provided in Section 6. Such certificate or certificates shall be deemed to have been issued and any person so designated to be issued, and the person to whom such shares of Common Stock are issued of record named therein shall be deemed to have become a holder of record of such shares of Common Stock, Warrant Shares as of the date of the surrender of such this Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect . Prior to the transfer exercise or exchange of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any this Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which except as may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collectedspecifically provided for herein, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names Holder, by reason of exercising Warrant Holdersthe ownership or possession of this Warrant, shall not be entitled to any of the number rights of shares a holder of Common Stock issuable of the Company, including, without limitation, the right to such exercising Warrant Holdersvote at or to receive any notice of any meetings of stockholders; (ii) the consent of the Holder, respectivelyby reason of the ownership or possession of this Warrant, shall not be required with respect to any action or proceeding of the Company; (iii) the amount Holder, by reason of funds remitted by such exercising Warrant Holdersthe ownership or possession of this Warrant, respectivelyshall not have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of the Company prior to, or for which the relevant record date preceded, the date of the exercise or exchange of this Warrant; and (iv) the Holder shall not have any expenses paid (including fees and expenses right relating to its ownership or possession of the this Warrant Agent) will be provided to the Company not expressly conferred by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountthis Warrant.

Exercise of Warrants. (a) Each of Warrant A and Warrant shall B may be exercised at any time or from time to time until the tenth (10th) anniversary of the Original Closing Date, Warrant C may be exercised at any time or from time to time until the tenth (10th) anniversary of the First Amendment Closing Date, Warrant D may be exercised at any time or from time to time until the tenth (10th) anniversary of the Second Amendment Closing Date, and Warrant E may be exercised at any time or from time to time until the tenth (10th) anniversary of the First Restatement Closing Date; each of the foregoing may be exercised on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise its Warrant, in whole or in part, the Holder will deliver to the Company at the address designated by the Company pursuant to Section 6.06, (i) a written notice of such Holder's election to exercise its Warrant, which notice will specify the number of Issuable Warrant Holder by surrendering Shares to be purchased pursuant to such exercise, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Agent Shares to be purchased pursuant to such exercise, and (iii) the certificate evidencing such Warrant with Warrant. Such notice will be substantially in the exercise form on of the reverse Subscription Form appearing at the end of the Warrants. Upon receipt of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order of the Companynotice, the Company will, as promptly as practicable, and in any event within ten (10) business days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate Exercise Price number of the full shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so delivered will be in such names and denominations as are required for delivery tomay be specified in such notice and will be registered in the name of such Holder, or or, subject to compliance with transfer and registration requirements under applicable federal and state securities laws, such other name as designated in accordance with the instructions of the such notice. A Warrant Holder. Such Common Stock certificates shall will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and the person to whom such shares of Common Stock are issued of record shall Holder or any other Person so designated or named in such notice will be deemed to have become a holder of record of such shares of Common Stockfor all purposes, as of the date of the surrender of that such Warrant Certificate and payment of the Exercise Pricenotice, whichever shall last occur; provided, that if the books of the Company together with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed is received by the Company. These expensesIf the Warrant has been exercised in part, including the Company will, at the time of delivery of Common Stock certificates such certificate of certificates, deliver to shareholderssuch Holder a new Warrant evidencing the rights of such Holder to purchase the number of Issuable Warrant Shares with respect to which the Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Warrants, or, at the request of such Holder, appropriate notation may be made on the original Warrant and the original Warrant returned to such Holder. (b) Payment of the Exercise Price will be deducted monthly from funds held in the Collection Account ormade, at the option of the Warrant AgentHolder, paid directly by (i) company or individual check, certified or official bank check, (ii) cancellation of any debt owed by the Company upon demandto the Holder, or (iii) cancellation of Warrant Shares, valued at Fair Market Value. A report setting forth (i) If the names Holder surrenders a combination of exercising Warrant Holderscash or cancellation of any debt owed by the Company to the Holder or Warrants, the Holder will specify the respective number of shares of Common Stock and/or Series B Preferred Stock, if applicable, to be purchased with each form of consideration, and the foregoing provisions will be applied to each form of consideration with the same effect as if the Warrant were being separately exercised with respect to each form of consideration; provided, however, that a Holder may designate that any cash to be remitted to a Holder in payment of debt be applied, together with other monies, to the exercise of the portion of the Warrant being exercised for cash. (c) Creditanstalt and its Affiliates shall not have the right to have issued to it upon exercise Common Stock which, when aggregated with all other shares of Common Stock (other than shares of Non-Attributable Stock) currently or previously held by or currently issuable without restriction to such exercising Warrant HoldersHolder, respectivelywill exceed 4.99% of the then outstanding Common Stock unless such Warrant Holder certifies that such Warrants have previously been transferred either (i) in a widely dispersed public offering of the Warrants, or (ii) in a private placement in which no purchaser, individually or in concert with others, would have acquired more than 2% of the outstanding Common Stock if the Warrants so transferred had been exercised for Common Stock, or (iii) in compliance with Rule 144 (or any rule which is a successor thereto) of the amount of funds remitted by such exercising Warrant HoldersSecurities Act, respectively, and or (iv) any expenses paid (including fees and expenses into the secondary market in a market transaction executed through a registered broker-dealer in blocks of no more than 2.0% of the Warrant Agent) will be provided to shares outstanding of the Company in any six month period. In the event that Creditanstalt and/or one or more Affiliates attempt to exercise Warrants for Common Stock simultaneously and, if permitted, such exercises would cause the 4.99% limitation to be exceeded, then the Company shall notify such Warrant Holders who had attempted to exercise Warrants for Common Stock and each such Warrant Holder shall be entitled to exercise for Common Stock only such number of Warrants as shall equal the product of (i) the number of Warrants such Warrant Holder sought to exercise for Common Stock times (ii) a fraction, the numerator of which is the maximum number of Warrants which may be exercised for Common Stock without exceeding the 4.99% limitation and the denominator of which is the maximum number of Warrants sought to be exercised for Common Stock by such Warrant Holders. (d) Notwithstanding the foregoing provisions of this Section 2.04, in no event shall any Warrant Agent at be exercisable by Creditanstalt and/or an Affiliate for shares of Common Stock or Series B Preferred Stock which, when aggregated with all other Capital Stock of the time Company (other than shares of each disbursement Non-Attributable Stock) currently held or previously held by or currently issuable without restriction to Creditanstalt or its Affiliates, would, upon issuance, represent in excess of funds held in 24.99% of the Collection AccountEquity of the Company unless such shares, when issued, would constitute Non-Attributable Stock.

Exercise of Warrants. (a) A Warrant shall During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form providing certain information as set forth on the reverse side of such the Warrant Certificate duly completed and executed and delivering to the Warrant Agentby paying in full, by good check payable to the order in lawful money of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased.United (b) During its The Warrant Exercise PeriodAgent shall, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares as promptly as practicable, advise the Company of Common Stock(i) the number of Warrant Securities with respect to which Warrants were exercised, or any integral multiple (ii) the instructions of each holder of the Warrant Certificates evidencing such amountWarrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall be purchased upon any partial exercisereasonably require. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting As soon as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or practicable after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent Company shall promptly deposit all funds received in payment issue to or upon the order of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement holder of the Company and Warrant Certificate evidencing such Warrant the Warrant Agent at a federally insured commercial bank (Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to Certificate are exercised, the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collectedshall execute, and an authorized officer of the Warrant Agent shall cause manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the certificate(snumber of Warrant Securities remaining unexercised. (d) representing The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares of Common Stock issued upon sufficient to provide for the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the CompanyWarrants. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.Article 3

Exercise of Warrants. (a) A 2.1 The Warrants represented by this Warrant shall Certificate may be exercised by the Warrant Holder by surrendering at any time prior to the Warrant Agent Expiry Time, in whole or in part, by delivering to the certificate evidencing such Warrant with registered office of the exercise form on the reverse of such Warrant Certificate Company, at 0000 Xxxxxxxx Xxxx, Xxx Xxxx, Xxxxxxxxxx, XXX 00000, during its normal business hours: (a) a duly completed and executed and delivering Notice of Exercise in the form attached to the this Warrant AgentCertificate; (b) a wire transfer, by good check certified cheque or bank draft payable in United States Dollars to or to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account for the number of Warrants being exercised; and ("Collection Account"c) established by mutual agreement this Warrant Certificate. 2.2 Subject to the terms of this Warrant Certificate, upon exercise of Warrants, the person or persons in whose name or names the Common Shares issuable upon exercise of the Company Warrants are to be issued shall be deemed immediately for all purposes to be the holder or holders of record of such Common Shares and the Warrant Agent Company will cause a certificate or certificates representing the Common Shares and, if applicable, any unexercised Warrants, to be delivered or mailed to the person or persons at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited address or addresses specified in the Collection Account will applicable Notice of Exercise within seven days of receipt of the documents referred to in Section 2.1 above. 2.3 No fractional shares shall be disbursed on issued and if the exercise of the Warrants represented hereby would result in the Holder being entitled to receive a weekly basis fraction of a share, the Company shall instead issue upon the exercise the next lower whole number of Common Shares; provided, that such entitlement of the Holder to a fractional share may subsequently be exercised in combination with other rights which, in the aggregate, entitle the Holder to purchase a whole number of Common Shares. The Holder may from time to time subscribe for and purchase any lesser number of Common Shares than the number of Common Shares expressed in this Warrant Certificate. In the event that the Holder subscribes for and purchases any such lesser number of Common Shares prior to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collectedExpiry Time, the Warrant Agent Holder shall cause the certificate(s) be entitled to receive a replacement certificate representing the shares unexercised balance of the Warrants. 2.4 The Company covenants and agrees that: (a) all Common Stock Shares issued upon the exercise of the rights represented by this Warrant Certificate will, upon payment of the Exercise Price therefor, be duly authorized and validly issued as fully paid and non-assessable Common Shares, free and clear of all liens, charges and encumbrances; (b) from and after the date of this Warrant Certificate and otherwise during the period within which the rights represented by this Warrant Certificate may be exercised, the Company will at all times (to the extent necessary under applicable corporate law) have authorized and reserved for issuance a sufficient number of Common Shares to provide for the exercise of the Warrants represented by this Warrant Certificate; and (c) until the earlier of the Expiry Time or such time as the Warrants cease to be delivered outstanding, it will use its commercially reasonable efforts to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth maintain (i) the names listing of exercising Warrant Holdersthe Common Shares on the Principal Trading Market, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectivelyif applicable, and (ivii) any expenses paid its status as a "reporting company" (including fees or the equivalent thereof) not in default under the Securities Laws and expenses file with and pay to the securities regulatory authorities in each of the jurisdiction wherein it is a "reporting company" or as may otherwise be required in a timely manner all reports and other documents required to be filed and all fees required to be paid by the Company under the Securities Laws. 2.5 If the Warrants represented by this Warrant Agent) will be provided Certificate have not been exercised prior to the Company Expiry Time, all rights under the Warrants represented hereby shall wholly cease and terminate and the Warrants shall be void and of no effect. 2.6 The certificate or certificates representing the Common Shares to be issued upon such exercise will, as required by the Warrant Agent at the time of each disbursement of funds held in the Collection AccountSecurities Laws, bear legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS,;AND ONLY AFTER THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER." THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Exercise of Warrants. (a) A Warrant shall The Warrants may be exercised in whole or in part, at any time or from time to time, during the Exercise Period, by the Warrant Holder by surrendering (i) presentation and surrender to the Company at its address set forth in Section 10 of this Warrant Agent the certificate evidencing such Warrant Certificate with the exercise form on the reverse of such Warrant Certificate Election To Exercise, attached hereto as Exhibit A, duly completed and executed executed, and delivering (ii) payment of the Exercise Price, for the number of Warrants being exercised by either: (1) bank draft or cashiers check, or (2) provided that the Company receives at least 5 days prior notice and subject to Section 1(d), delivery to the Warrant Agent, by good check payable Company of certificate(s) representing a number of shares of Preferred Stock having an aggregate Preferred Value equal to the order of the Company, the aggregate Exercise Price for the number of Warrants being exercised. If the aggregate Preferred Value of the Preferred Stock delivered in payment of the aggregate Exercise Price exceeds (because of fractional shares) the aggregate Exercise Price for the number of Warrants being exercised; then (subject to Section 1(d)) the Company will promptly pay to the holder of the Warrants in cash such excess amount; provided that such excess amount shall in no event be more than the Preferred Value of one share of Preferred Stock. If the holder of this Warrant Certificate at any time exercises less than all the Warrants, the Company shall issue to such a holder a warrant certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. Likewise, upon the presentation and surrender of this Warrant Certificate to the Company at its address set forth in Section 10 and at the request of the holder, the Company will, without expense, at the option of the holder, issue to the holder in substitution for this Warrant Certificate one or more warrant certificates in identical form and for an aggregate number of Warrants equal to the number of Warrants evidenced by this Warrant Certificate. (b) To the extent that the Warrants have not been exercised at or prior to the Expiration Date, such Warrants shall expire and the rights of the holder shall become void and of no effect. (c) Upon surrender of this Warrant Certificate in conformity with the foregoing provisions, the Company shall transfer to the holder of this Warrant Certificate appropriate evidence of ownership of the shares of Common Stock or other securities or property (including any money) to be purchased. (b) During its Warrant Exercise Periodwhich the holder is entitled, a Warrant registered or otherwise placed in, or payable to the order of, the name or names of the holder or such transferee as may be exercised directed in whole at writing by the holder, and shall deliver such evidence of ownership and any time other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in part from time to time, provided that not less than 100 shares cash in lieu of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt fraction of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)share. (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance In connection with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement with shares of Preferred Stock, the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent require that at the time of each disbursement such exercise it receive representations and warranties from the applicable holder of funds held in the Collection Account.Warrants regarding such holder's title to the Preferred Stock and the lack

Exercise of Warrants. (a) A Warrant shall During the period commencing one year after the Closing Date and ending at 5:00 p.m. Midland, Texas time on November 20, 2006, Warrants may be exercised from time to time as to all or any portion of the whole number of shares of Warrant Stock by the Warrant Holder holder thereof upon surrender of the Warrant(s), accompanied by surrendering a subscription for shares to be purchased in the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed attached hereto as Exhibit B and executed and delivering to the Warrant Agent, by good cash or by a certified or bank cashier’s check payable to the order of the CompanyCompany in the amount obtained by multiplying the number of shares of Warrant Stock as to which the Warrant is being exercised (as so designated by the holder) by the Purchase Price, delivered to the aggregate Exercise Price Company at its principal office at 000 X. Xxxxxxxxxx, Suite 465, Midland, Texas 79701, and such holder shall thereupon be entitled to receive pursuant to Section 4 of this Agreement the number of shares of Warrant Stock to which such holder is entitled upon such exercise of the shares Warrant (subject to any adjustments in the number or character thereof required by Sections 6 and 7 of Common Stock this Agreement) plus all other stock and Other Securities and property (including cash, where applicable) to be purchasedwhich such holder is then entitled pursuant to Sections 6 and 7 of this Agreement. (b) During its Notwithstanding anything to the contrary contained in this Section 3, any holder may elect to exercise any Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 by receiving shares of Common Stock, Warrant Stock equal to the value (determined below) of the Warrant (or any integral multiple part hereof), upon surrender of the Warrant (or any part thereof) at the office or agency described in Section 3(a) above, together with notice of such amountelection, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with specifying the exercise form thereon duly executed together with payment in full part of the aggregate Exercise Price of the shares of Common Stock to be purchasedWarrant so surrendered, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including in which event the Company acting as such transfer agent), shall issue and upon receipt shall make delivery of, certificates evidencing deliver to the total holder a number of shares of Common Warrant Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with determined using the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open following formula: X = (whether before, on or after the expiration of the applicable Warrant Exercise Period). Y) (dA-B) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.Where

Exercise of Warrants. (a) A Warrant shall Warrants may be exercised by the Warrant Holder by surrendering thereof, in whole or in part, at any time and from time to time after the Warrant Agent the certificate evidencing such Warrant with the exercise form date hereof and prior to 5:00 p.m., New York City time on the reverse fifth anniversary of such Warrant Certificate duly completed and executed and the date hereof (the "EXPIRATION DATE") by delivering to the Warrant Agent, at its principal office designated for such purpose, the following: (i) the Warrant Certificate or Warrant Certificates representing the Warrants to be exercised, with the Form of Exercise Notice duly executed by good the Holder thereof; and (ii) cash, a certified or bank cashier's check payable to the order of the Company, or a wire transfer to an account designated by the aggregate Exercise Price Company, in each case in an amount equal to the product of (A) the number of Warrant Shares purchasable upon the exercise of the shares Warrants designated for exercise in the Form of Common Stock to be purchasedExercise Notice and (B) the Warrant Price. (ba) During its Warrant Exercise PeriodAs promptly as practicable after an exercise of Warrants in accordance with SECTION 3.1(a), a Warrant may be exercised and in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of event within 10 Business Days (as defined below) after such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall will (i) requisition from the any transfer agent for the Common Stock (including or make available, if the Warrant Agent is the transfer agent) certificates representing the number of Warrant Shares to be purchased (and the Company acting as hereby irrevocably authorizes and directs its transfer agent to comply with all such transfer agentrequests), (ii) after receipt of such certificates, cause the same to be delivered to or upon the order of the Holder exercising such Warrants, registered in such name or names as may be designated by such Holder, (iii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional Warrant Shares in accordance with the provisions of SECTION 5, and (iv) when appropriate, after receipt, deliver such cash to or upon receipt shall make delivery of, certificates evidencing the total order of the Holder exercising such Warrants. (b) If the number of Warrants represented by a Warrant Certificate are not exercised in full, the Company will prepare, execute and deliver to the Warrant Agent a new Warrant Certificate evidencing Warrants equivalent to such Warrants remaining unexercised and the Warrant Agent will countersign and deliver such new Warrant Certificate to or upon the order of the Holder exercising such Warrants, registered in such name or names as may be designated by such Holder. (c) The Company will take all such action as may be necessary to ensure that all Warrant Shares delivered upon exercise of Warrants, at the time of delivery of the certificates for such Warrant Shares, will (subject to payment of the Warrant Price) be duly and validly authorized and issued, fully paid and nonassessable and, if shares of Common Stock issuable upon are then listed on any national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or qualified for quotation on The Nasdaq Stock Market, Inc., will be duly listed or qualified for quotation thereon, as the case may be. (d) In the event that the Company is obligated to pay cash in lieu of fractional Warrant Shares pursuant to SECTION 5 in connection with any exercise of Warrants, it will make all arrangements necessary so that such exercisecash is available for distribution by the Warrant Agent, if and when appropriate. (e) The Company will pay all expenses, taxes and other charges payable in such names connection with the preparation, issuance and denominations as are required for delivery to, of certificates representing Warrant Shares or Warrant Certificates representing unexercised Warrants in connection with any exercise of Warrants in accordance with the instructions SECTION 3.1(a), except that, if any such certificates representing Warrant Shares or any such Warrant Certificates are to be registered in a name or names other than that of the Warrant HolderHolder at the time of any such exercise of Warrants, funds sufficient to pay all transfer or similar taxes payable as a result of such transfer shall be paid by the Holder at the time of such exercise or promptly upon receipt of a written request of the Company for payment thereof. Such Common Stock certificates shall In connection with any exercise of Warrants in accordance with SECTION 3.1(a), the Warrants will be deemed to have been exercised, any certificate representing Warrant Shares or any Warrant Certificate issued on account thereof will be deemed to have been issued, and the person to whom in whose name any such shares of Common Stock are certificate or Warrant Certificate is issued of record shall will be deemed for all purposes to have become a holder of record of such shares of Common Stockthe Warrant Shares or Warrants, as the case may be, represented thereby as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)exercise. (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the registered Holder hereof at any time or from time to time after sixty (60) days from the Issue Date, but on or before 5:00 p.m., New York City time, on the Warrant Expiration Date, upon delivery to the Company at the principal executive office of the Company in the United States of America, of (a) A this Warrant Certificate, (b) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which such Holder wishes the certificate or certificates for shares of Common Stock to be issued and (c) payment of the Exercise Price for the shares of Common Stock issuable upon exercise of such Warrants, which shall be exercised payable by any one or any combination of the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agentfollowing: (i) cash, by good (ii) certified or official bank check payable to the order of the Company, (iii) by the aggregate Exercise Price surrender (which surrender shall be evidenced by cancellation of the shares relevant number of Common Stock to be purchased. Warrants represented by any Warrant certificate presented in connection with a Cashless Exercise (bas defined below)) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the or Warrants (represented by one or more relevant Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agentcertificates), and upon receipt shall make without the payment of the Exercise Price in cash, in return for the delivery of, certificates evidencing to the total surrendering Holder of such number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed equal to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable for which such Warrant is exercised as of the date of exercise (if the Exercise Price were being paid in cash) reduced by that number of shares of Common Stock equal to the number of shares for which such exercising Warrant Holdersis exercised multiplied by a fraction, respectivelythe numerator of which is (A) the Exercise Price and the denominator of which is (B) the Market Price of one share of Common Stock on the Business Day that immediately precedes the day of exercise of the Warrant or (iv) by the delivery of shares of Common Stock that are valued at the Market Price on the Business Day immediately preceding the day of the exercise of the Warrant that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment of the Exercise Price in connection with an In–Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one share of Common Stock on the Business Day that immediately precedes the day of exercise of the Warrant. An exercise of a Warrant in accordance with clause (iii) the amount is herein referred to as a “Cashless Exercise” and an exercise of funds remitted by such exercising a Warrant Holders, respectively, and in accordance with clause (iv) is herein referred to as an “In–Kind Exercise.” The documentation and consideration, if any, delivered in accordance with clauses (a), (b) and (c) of this paragraph above are collectively referred to herein as the “Warrant Exercise Documentation.” For the purposes of this Section 1, Market Price shall be calculated without reference to the last sentence of the definition thereof. As promptly as practicable, and in any expenses paid event within two (including fees and expenses 2) Business Days after receipt of the Warrant Agent) will be provided to Exercise Documentation, the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock issuable in connection with such exercise, and if less than the full number of Warrants evidenced hereby are being exercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised or surrendered; provided, however, that no new Warrant Certificate need be delivered if the Warrant Expiration Date has occurred. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock in any name other than that of the registered Holder of the Warrants evidenced hereby. In connection with the exercise of any Warrants evidenced hereby, at the Company’s option, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company may elect to pay a cash adjustment in respect of such fractional interest in an amount equal to any such fractional interest multiplied by the current Market Price per share of Common Stock on the Business Day that precedes the day of exercise. If more than one such Warrant Agent shall be exercised by the Holder thereof at the time same time, the number of each disbursement full shares of funds held in Common Stock issuable on such exercise shall be computed on the Collection Accountbasis of the total number of Warrants so exercised.

Exercise of Warrants. At any time on or after the earlier of (x) February 26, 2001, (y) the effectiveness of the Initial Public Offering (as hereinafter defined) and (z) a merger of the Company with or into any other corporation, the conveyance transfer or lease of substantially all of its assets in a single transaction or series of transactions, or a sale, in one or more transactions of more than 50% of the Common Stock of the Company on a fully diluted basis; and prior to the Expiration Date, the holder of this Warrant may exercise the rights evidenced hereby in whole or in part, by surrender of this Warrant, with an election to purchase (a form of which is attached hereto in Exhibit A) attached thereto duly executed, to the Company at its office referred to in Section 5.03 hereof, together with payment of the Exercise Price (payable as set forth below) for each share of Common Stock as to which this Warrants is exercised. The Exercise Price shall be payable (a) A Warrant shall be exercised in cash or by the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to the account of the Company, (b) by delivery of Warrants to the aggregate Exercise Price Company for cancellation in accordance with the following formula: in exchange for each share of the Common Stock issuable upon exercise of each Warrant any holder thereof so delivers for cancellation, such holder shall receive such number of shares of Common Stock as is equal to be purchased. the product of (bi) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon exercise of such exerciseWarrant at such time multiplied by (ii) a fraction, in such names and denominations as are required for delivery to, or in accordance with the instructions numerator of which is the Warrant Holder. Such Fair Market Value per share of Common Stock certificates shall be deemed to be issuedat such time minus the Exercise Price per share of Common Stock at such time, and the person to whom such shares denominator of which is the Fair Market Value per share of Common Stock are issued at such time, or (c) by cancellation of record shall be deemed to have become a holder amounts outstanding (whether in respect of record of such shares of Common Stock, as of principal or interest) under the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect Notes in an amount equal to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the aggregate Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing for the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) purchased on such date upon delivery of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided Notes to the Company by the Warrant Agent at the time of each disbursement of funds held for cancellation and reissuance in the Collection Accountappropriate lesser principal amounts.

Exercise of Warrants. (a) A The Warrants shall be exchangeable by the holder hereof, in whole or in part and subject to the terms hereof at any time from the date hereof to and including the date (the "EXPIRATION DATE") five years following the IPO Effective Date (as defined in subsection (d) below). Each Warrant shall initially be exercised exchangeable for one share of Common Stock at the Exercise Price (as defined below) or in a cashless exchange for a reduced number of shares (the "NET ISSUABLE EXCHANGE") as determined by the Exchange Formula (as defined in subsection (b) below). The exercise price for Common Stock issued upon exercise of the Warrants (the "EXERCISE PRICE") shall be equal to (i) the Market Price (as defined in subsection 63 2 (d) below) upon such exercise date if the IPO shall not have occurred prior to such exercise date or, (ii) the IPO Price (as defined in subsection (d) below) if the IPO shall have occurred on or prior to such exercise date. The Warrants will be exercisable upon surrender of this Warrant Holder by surrendering Certificate to the Company at its principal office in Florida identified in Section 16 at any time during usual business hours, accompanied by the Form of Election to Exercise attached hereto, duly executed by the holder of such Warrant. (b) In addition to and without limiting the rights of the holder of any Warrant Agent under the certificate evidencing terms of this Warrant Certificate the holder of any Warrant shall have the right (the "CONVERSION RIGHT") to convert the Warrants into shares of Common Stock as provided in subsections (b) through (d) of this Section 1 at any time or from time to time prior to the Expiration Date of such Warrants. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant with Certificate (the "CONVERTED WARRANT SHARES"), the Company shall deliver to the holder of Warrants, without payment by the holder of any exercise form price or any cash or other consideration, that number of shares of Common Stock equal to the quotient obtained by dividing the Net Value (as hereinafter defined) of the Converted Warrant Shares by the fair market value (as defined in section (d) below) of a single share of Common Stock, determined in each case as of the close of business on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order Conversion Date (as defined in subsection (c) below). The "NET VALUE" of the Company, Converted Warrant Shares shall be determined by subtracting the aggregate Exercise Price of the Converted Warrant Shares from the aggregate fair market value (as defined in subsection (d) below) of the Converted Warrant Shares. No fractional shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased issuable upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent)Conversion Right, and upon receipt shall make delivery of, certificates evidencing if the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or to be issued in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issuedforegoing formula is other than a whole number, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after pay to the expiration holder of the applicable Warrant Exercise Period). (d) Subject relevant Warrants an amount in cash equal to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance fair market value of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Periodresulting fractional share. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Warrant shall At any time and from time to time on and after June 25, 1998 and expiring on June 25, 2002 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrant Holder Warrants by surrendering the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed attached hereto as Exhibit B and executed and delivering to the Warrant Agent, by good a check payable to the order of the CompanyCompany in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the aggregate Exercise Price Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be purchased. (b) During its Warrant Exercise Periodpaid a cash amount equal to such fraction, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares multiplied by the Current Value of one full share of Common Stock, or any integral multiple Stock on the date of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the . Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to be purchasedless than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant Agent shall requisition from to the transfer agent for holder of the Common Stock (including Warrant so exercised covering the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total aggregate number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)Warrants remain unexercised. (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Warrant shall be exercised by Subject to the terms and conditions of this Agreement, the Holder of any Warrants may exercise, in whole or in part, such Holder’s right to purchase the Warrant Holder Shares by surrendering completing, executing and delivering a physical copy or .pdf copy via email of a Notice of Exercise to the Company with a copy to the Warrant Agent in accordance with Section 8.2. The exercising Holder shall be required to physically surrender the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering (if any) to the Warrant AgentAgent in connection with any exercise thereof. Except to the extent that the cashless exercise procedure specified in Section 4.3(b) is specified in the applicable Notice of Exercise, within the earlier of (i) two (2) Trading Days or (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 good 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 order 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 be required unless required by the Warrant Agent in the case of an issuance of Warrant Shares to a Person who is not the registered Holder of the Warrant being exercised. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. Following the exercise by a Holder of any of its Warrants, the Warrant Agent shall reduce the Warrant Register and such Hxxxxx’s position by the number of Warrants duly exercised. As stated above, if a Warrant Certificate is surrendered by the exercising Holder and such Warrant Certificate covers a larger number of Warrants than the number exercised, the Warrant Agent shall deliver to the exercising Holder a New Warrant Certificate for the unexercised portion of such Warrant Certificate. Except as otherwise set forth herein, any exercise of Warrants pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with the aggregate Exercise Price terms of the shares of Common Stock Warrants and this Agreement. Any Warrant Certificate surrendered upon exercise to the Company or the Warrant Agent by a Holder shall be purchasedpromptly cancelled by the Company. (b) During its Warrant Exercise PeriodThe Holder of any Warrants may, a Warrant may be exercised at such Holder’s option, elect to exercise Warrants, in whole at any time or in part from time to timepart, provided that not less than 100 shares by means of Common Stock, or any integral multiple of a “cashless exercise” in which such amount, Holder shall be purchased upon any partial exercise.entitled to receive a number of Warrant Shares determined pursuant to the following formula: X = (A – B) * C / A where: (cA) Upon receipt = the VWAP during the five (5) consecutive Trading Day period ending on the Trading Day immediately preceding the date the applicable Notice of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock is delivered to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed pursuant to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period).Section 4.3(a) hereof; (dB) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of = the Exercise Price into a segregated account at the time of such exercise; ("Collection Account"C) established by mutual agreement = the number of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued Shares issuable upon the exercise of the applicable Warrants being exercised, if such exercise were by means of a cash exercise rather than a cashless exercise; and (X) = the number of Warrant Shares to be delivered issued to such Holder. If the record holder(s) foregoing calculation results in a negative number, then no Warrant Shares shall be issuable via a cashless exercise. If Warrant Shares are issued in such a cashless exercise the Warrant Shares shall take on the characteristics of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by Warrants being exercised, and the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option holding period of the Warrant Agent, paid directly by Shares being issued may be tacked on to the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses holding period of the Warrant Agent) will be provided applicable Warrants, to the extent permitted in accordance with Section 3(a)(9) of the Securities Act. The Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountagrees not to take any position contrary to this Section 4.3(b).

Exercise of Warrants. (a) Subject to Section 5.01 and Article IV, the Holder of a Warrant shall have the right at any time, prior to the Expiration Date, at such Holder's option, to exercise such Warrant and purchase the Exercise Amount of Common Stock at the Exercise Price. A Warrant shall may be exercised by the Warrant Holder by surrendering giving notice to the Warrant Agent no later than 5:00 p.m., New York City time, on the certificate evidencing Business Day preceding the proposed date of exercise of such Warrant, separating the Warrant with from a Unit, if part of such Unit and completing the exercise form of election to purchase set forth on the reverse side of such Warrant Certificate duly completed and executed otherwise complying with Applicable Procedures, and delivering the same, together with the related Warrant Certificate (in the case of Definitive Warrants), to the Warrant AgentAgent no later than 5:00 p.m., by good check payable New York City time, on the date of such exercise, together with a Cash Payment, unless, in accordance with Section 5.01(a)(iii), a Remarketing Payment is to be made to satisfy in full the order payment of the Company, the aggregate Exercise Price of for such Warrant. In no event may a Holder satisfy its obligation to pay the shares of Common Stock to be purchasedExercise Price by tendering Preferred Securities. (b) During its On the date of exercise of a Warrant, the Company shall issue, and the Warrant Exercise PeriodAgent shall deliver, a Warrant may be exercised in whole at any time to or in part from time to time, provided that not less than 100 shares upon the order of Common Stock, or any integral multiple the Holder of such amountWarrant, shall be purchased upon any partial exercise. (c) Upon receipt the number of a Warrant Certificate with Shares equal to the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares Amount of Common Stock to which such Holder is entitled, registered in such name or names as may be purchased, directed by such Holder. The date on which such Warrant Certificate and Cash Payment are received by the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, the date on which the related Warrant is exercised and the person related Common Stock is issued. Notwithstanding anything to whom such the contrary in this paragraph (b), (i) no fractional shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, by the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered Company upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, (ii) if more than one Warrant shall be exercised at the same time by the same Holder, the number of Warrant Shares issuable in connection with such exercise shall be computed on the basis of the aggregate Exercise Amount of the Warrants so exercised and (iii) on the date a Holder exercises such Holder's Warrant, the Company shall pay such Holder an amount in cash equal to the then-current Market Price (multiplied by the related fraction) of Common Stock for such fractional shares, computed to the nearest whole cent. (c) If fewer than all of the Warrants evidenced by a Definitive Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall promptly countersign and deliver, a new Definitive Warrant Certificate evidencing the number of Warrants remaining unexercised. (d) The Warrant Agent shall deposit all funds received by it in payment connection with a Cash Payment of the Exercise Price into a segregated the account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited maintained with it for such purpose by notice in the Collection Account will be disbursed on a weekly basis writing to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by and shall notify the Company upon demandby telephone by 5:00 p.m., New York City time, of each day on which a Cash Payment of the Exercise Price for Warrants is so deposited of the amount of such deposit into its account. A report setting forth The Warrant Agent shall promptly confirm such notice in writing to the Company. (e) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the names number of exercising Warrants exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Common Stock to which such Holder is entitled upon such exercise and (iii) such other information as the Company shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing. In connection with any such exercise, to the extent the Company furnishes the Warrant HoldersAgent with copies of a then-current prospectus relating to the Warrant Shares, the number Warrant Agent, upon such notice of shares exercise shall, at the expense of the Company deliver the same to the exercising holder, unless previously furnished. (f) The Company shall pay all documentary stamp taxes attributable to the initial issuance of Warrants or to the issuance of Common Stock issuable to the registered Holder of such exercising Warrant HoldersWarrants upon exercise thereof; provided, respectivelyhowever, (iii) the amount of funds remitted by that such exercising Warrant Holders, respectivelyHolder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer of the Warrants or involved in the issuance of the Common Stock; and in the event that any such transfer is involved, the Company shall not be required to issue any Common Stock (iv) any expenses paid (including fees and expenses such Holder's purchase of the Warrant AgentShares shall not be deemed to have been consummated) will be provided until such tax or other charge shall have been paid or it has been established to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection AccountCompany's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) A Warrant shall be exercised by Subject to the terms of this Agreement, the Warrant Holder by surrendering holder shall have the right, at any time and from time to time until 5:00 p.m., Pacific Time, on November 9, 2004, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Agent Securities to which the certificate evidencing such Warrant holder may at the time be entitled to purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the Warrant (or a copy thereof) to the Company, together with the exercise form on the reverse of such Warrant Certificate Exercise Form duly completed and executed and delivering payment in the aggregate amount equal to the Warrant Agent, Exercise Price multiplied by good the number of shares of Common Stock being purchased. Payment of the Exercise Price shall be made by personal or business check payable to the order of the Company; PROVIDED, HOWEVER, that upon the consent of a majority of the Board of Directors of the Company, the aggregate Exercise Price of Holder shall have the shares of Common Stock right to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time pay the exercise price by surrender to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt the Company of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with a Fair Value equal to the instructions exercise price. Within five business days of the Company's receipt of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued(or a copy thereof), the completed and signed Exercise Form and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stockrequisite payment, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next issue and deliver (or cause to be open (whether before, on or after delivered) to the expiration exercising Holder stock certificates aggregating the number of shares of Warrant Securities purchased. In the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of event the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis fails to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall deliver or cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of Holder such Common Stock. certificates (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as without legend or restriction if such Warrant Agent will be paid Securities are then, or reimbursed by the Company. These expensesare required to be, including delivery of Common Stock certificates registered pursuant to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant AgentAgreement) within such five business day period, paid directly by the Company upon demand. A report setting forth shall pay to the Holder an amount equal to the greater of (i) $250 per calendar day, (ii) the names product of exercising Warrant Holders(x) the last sale price on the date the certificates are properly issued and delivered to the Holder, less the last sale price on the date of the Exercise Form, multiplied by (y) the number of shares of Common Stock issuable to such exercising Warrant HoldersSecurities purchased as set forth in the Exercise Form, respectively, or (iii) the amount quotient of funds remitted (x) the last reported sale price on the day prior to the date of the Exercise Form, multiplied by the number of shares of Warrant Securities issuable to such exercising Warrant HoldersHolder upon such exercise, respectivelydivided by (y) 200 (the "Delay Damages"), and (iv) any expenses paid (including fees and expenses for each day after the fifth business day following the delivery of the Warrant Agent) will be provided and such Exercise Form to the Company through and including the day such certificates (without legend or restriction if such Warrant Securities are then, or are required bo be, registered pursuant to the terms of the Warrant Agreement) are delivered to the Holder at the address set forth in such Exercise Form. In the event the Company restricts or delays the transfer or clearance of such certificates by the Warrant Agent at Holder (whether by stop transfer order, unreasonable delay or otherwise), the time Company shall pay to the Holder the Delay Damages for each calendar day of each disbursement of funds held in the Collection Accountsuch restriction or delay.

Exercise of Warrants. (a) A Warrant shall be exercised by Subject to the terms of this Agreement, the Warrant Holder by surrendering holder shall have the right, at any time and from time to time after December 31, 2000 until 5:00 p.m., Pacific Time, on September 17, 2009, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Agent Securities to which the certificate evidencing such Warrant holder may at the time be entitled to purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the Warrant (or a copy thereof) to the Company, together with the exercise form on the reverse of such Warrant Certificate Exercise Form duly completed and executed and delivering payment in the aggregate amount equal to the Warrant AgentExercise Price multiplied by the number of shares of Common Stock being purchased. At the option of Holder, payment of the Exercise Price may be made either by good (i) personal or business check payable to the order of the Company, (ii) surrender of certificates then held representing that number of shares which has an aggregate Fair Value determined in accordance with this Agreement on the date of exercise equal to the aggregate Exercise Price for all shares to be purchased pursuant to the Warrant, (iii) by a promissory note bearing interest at six percent (6%) per annum and payable in five equal annual installments commencing on the first anniversary of the shares exercise of the Warrant, or (iv) by any combination of the foregoing methods. The Holder of Common Stock issued in exchange for a promissory note as contemplated in clause (iii) above shall have no voting rights, dividend rights or liquidation rights pursuant to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, Section VI hereof or any integral multiple of other rights until payments are made on the promissory note, at which time such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record rights shall be deemed to have become accrued on the whole number of shares paid for at the Exercise Price by each principal payment on the promissory note. If the Holder of Common Stock issued in exchange for a holder promissory note defaults in payment of record of such note, upon 30 days written notice, the Company shall forthwith cancel the Common Stock so issued which has not been paid for, and, until such time as the Holder shall have paid the promissory note in full, the Company will not be obligated to reissue such shares of Common Stock, as . All shares paid for with a promissory note will bear a legend to the foregoing effect. Within ten business days of the date Company's receipt of the surrender of such Warrant Certificate (or a copy thereof), the completed and payment of the signed Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, Form and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such sharesrequisite payment (if any), as of the date on which such transfer books of the Company shall next issue and deliver (or cause to be open (whether before, on or after delivered) to the expiration exercising Holder stock certificates aggregating the number of shares of Warrant Securities purchased. In the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of event the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis fails to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall deliver or cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(sHolder such certificates (without legend or restriction if such Warrant Securities are then registered pursuant to the Warrant Agreement) within such ten business day period, unless such failure is based on an order of a court of competent jurisdiction or a governmental agency or an Exchange or other market on which the Company's securities are listed or traded (provided such order is not a result of action or inaction of the Company), simultaneously with the late delivery of such Common Stock. certificate, the Company shall pay to the Holder an amount equal to the product of (gx) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by last sale price on the Company. These expensesdate the certificates are properly issued and delivered to the Holder, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in less the Collection Account or, at last sale price on the option date of the Warrant AgentExercise Form, paid directly multiplied by the Company upon demand. A report setting forth (iy) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to Warrant Securities purchased as set forth in the Exercise Form (the "Delay Damages"). In the event the Company restricts or delays the transfer or clearance of such exercising Warrant Holderscertificates by the Holder (whether by stop transfer order, respectivelyunreasonable delay or otherwise), unless such action is based on an order of a court of competent jurisdiction or a governmental agency or an Exchange or other market on which the Company's securities are listed or traded (iii) the amount provided such order is not a result of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses action or inaction of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.Company), the

Exercise of Warrants. (a) A Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the Effective Date and on or prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be exercised payable by any one or any combination of the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good following: (i) cash; (ii) certified or official bank check payable to the order of the Company, ; (iii) by the aggregate Exercise Price surrender (which surrender shall be evidenced by cancellation of the shares number of Common Stock to be purchased. Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (bas defined below)) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the or Warrants (represented by one or more relevant Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agentCertificates), and upon receipt shall make without the payment of the Exercise Price in cash, in return for the delivery of, certificates evidencing to the total surrendering Holder of such number of shares of Common Stock issuable upon equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions without payment of the Warrant HolderExercise Price in cash. Such Any share of Common Stock certificates delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day that immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the person Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to whom have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock are issued at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of record the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be deemed required, however, to have become a holder pay any tax or other charge imposed in connection with any transfer involved in the issue of record of such any certificate for shares of Common Stock, as the case may be, in any name other than that of the date registered holder of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)evidenced hereby. (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance In connection with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any WarrantWarrants evidenced hereby, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number no fractions of shares of Common Stock issuable shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such exercising fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant Holdersshall be exercised by the holder thereof at the same time, respectively, (iii) the amount number of funds remitted by full shares of Common Stock issuable on such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses exercise shall be computed on the basis of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time total number of each disbursement of funds held in the Collection AccountWarrants so exercised.

Exercise of Warrants. (a) A Warrant shall be exercised by Subject to the terms of this Agreement, the Warrant Holder by surrendering holder shall have the right, at any time and from time to time after December 31, 2000 until 5:00 p.m., Pacific Time, on September 17, 2009, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Agent Securities to which the certificate evidencing such Warrant holder may at the time be entitled to purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the Warrant (or a copy thereof) to the Company, together with the exercise form on the reverse of such Warrant Certificate Exercise Form duly completed and executed and delivering payment in the aggregate amount equal to the Warrant AgentExercise Price multiplied by the number of shares of Common Stock being purchased. At the option of Holder, payment of the Exercise Price may be made either by good (i) personal or business check payable to the order of the Company, (ii) surrender of certificates then held representing, or deduction from the number of shares issuable upon exercise of the Warrant, of that number of shares which has an aggregate Fair Value determined in accordance with this Agreement on the date of exercise equal to the aggregate Exercise Price for all shares to be purchased pursuant to the Warrant, (iii) by a promissory note bearing interest at six percent (6%) per annum and payable in five equal annual installments commencing on the first anniversary of the shares exercise of the Warrant, or (iv) by any combination of the foregoing methods. The Holder of Common Stock issued in exchange for a promissory note as contemplated in clause (iii) above shall have no voting rihts, dividend rights or liquidation rights pursuant to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, Section VI hereof or any integral multiple of other rights until payments are made on the promissory note, at which time such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record rights shall be deemed to have become accrued on the whole number of shares paid for at the Exercise Price by each principal payment on the promissory note. If the Holder of Common Stock issued in exchange for a holder promissory note defaults in payment of record of such note, upon 30 days written notice, the Company shall forthwith cancel the Common Stock so issued which has not been paid for, and, until such time as the Holder shall have paid the promissory note in full, the Company will not be obligated to reissue such shares of Common Stock, as . All shares paid for with a promissory note will bear a legend to the foregoing effect. Within ten business days of the date Company's receipt of the surrender of such Warrant Certificate (or a copy thereof), the completed and payment of the signed Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, Form and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such sharesrequisite payment (if any), as of the date on which such transfer books of the Company shall next issue and deliver (or cause to be open (whether before, on or after delivered) to the expiration exercising Holder stock certificates aggregating the number of shares of Warrant Securities purchased. In the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of event the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis fails to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall deliver or cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(sHolder such certificates (without legend or restriction if such Warrant Securities are then registered pursuant to the Warrant Agreement) within such ten business day period, unless such failure is based on an order of a court of competent jurisdiction or a governmental agency or an Exchange or other market on which the Company's securities are listed or traded (provided such order is not a result of action or inaction of the Company), simultaneously with the late delivery of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expensescertificate, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth shall pay to the Holder an amount equal to the greater of (i) $500 per calendar day, (ii) the names product of exercising Warrant Holders(x) the last sale price on the date the certificates are properly issued and delivered to the Holder, less the last sale price on the date of the Exercise Form, multiplied by (y) the number of shares of Common Stock issuable to such exercising Warrant HoldersSecurities purchased as set forth in the Exercise Form, respectively, or (iii) the amount quotient of funds remitted (x) the last reported sale price on the day prior to the date of the Exercise Form, multiplied by the number of shares of Warrant Securities issuable to such exercising Warrant HoldersHolder upon such exercise, respectivelydivided by (y) 200 (the "Delay Damages"), and (iv) any expenses paid (including fees and expenses for each day after the seventh business day following the delivery of the Warrant Agent) will be provided and such Exercise Form to the Company through and including the day such certificates (without legend or restriction if such Warrant Securities are then registered pursuant to the terms of the Warrant Agreement) are delivered to the Holder at the address set forth in such Exercise Form. In the event the Company restricts or delays the transfer or clearance of such certificates by the Warrant Agent at Holder (whether by stop transfer order, unreasonable delay or otherwise), unless such action is based on an order of a court of competent jurisdiction or a governmental agency or an Exchange or other market on which the time Company's securities are listed or traded (provided such order is not a result of action or inaction of the Company), the Company shall pay to the Holder the Delay Damages for each disbursement calendar day of funds held in the Collection Accountsuch restriction or delay.

Exercise of Warrants. (a) A 2.1 The Warrants represented by this Warrant shall Certificate may be exercised by the Warrant Holder by surrendering at any time prior to the Warrant Agent Expiry Time, in whole or in part, by delivering to the certificate evidencing such Warrant with office of the exercise form on the reverse of such Warrant Certificate Corporation, at 000-000 XxXxxxx Xx, Kelowna, BC V1X 2P7, during its normal business hours: (a) a duly completed and executed and delivering Notice of Exercise in the form attached to the this Warrant AgentCertificate; (b) a wire transfer, by good check certified cheque or bank draft payable in US funds to or to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received Corporation in payment of the Exercise Price into a segregated account for the number of Warrants being exercised; and ("Collection Account"c) established by mutual agreement this ORIGINAL Warrant Certificate. 2.2 Subject to the terms of this Warrant Certificate, upon exercise of Warrants, the person or persons in whose name or names the Common Shares issuable upon exercise of the Company Warrants are to be issued shall be deemed immediately for all purposes to be the holder or holders of record of such Common Shares and the Corporation will cause a certificate or certificates representing the Common Shares and, if applicable, any unexercised Warrants, to be delivered or mailed to the person or persons at the address or addresses specified in the applicable Notice of Exercise within seven days of receipt of the documents referred to in Section 2.1 above. 2.3 No fractional shares shall be issued and if the exercise of the Warrants represented hereby would result in the Holder being entitled to receive a fraction of a share, the Corporation shall instead issue upon the exercise the next lower whole number of Common Shares; provided, that such entitlement of the Holder to a fractional share may subsequently be exercised in combination with other rights which, in the aggregate, entitle the Holder to purchase a whole number of Common Shares. The Holder may from time to time subscribe for and purchase any lesser number of Common Shares than the number of Common Shares expressed in this Warrant Agent at Certificate. In the event that the Holder subscribes for and purchases any such lesser number of Common Shares prior to the Expiry Time, the Holder shall be entitled to the return of the certificate with a federally insured commercial bank (notation on the grid attached hereto showing the balance of the Common Shares which may be the Holder is entitled to purchase pursuant to the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(sCertificate which were not then purchased. 2.4 The Corporation covenants and agrees that: (a) representing the shares of all Common Stock Shares issued upon the exercise of the rights represented by this Warrant Certificate will, upon payment of the Exercise Price therefor, be duly authorized and validly issued as fully paid and non-assessable Common Shares, free and clear of all liens, charges and encumbrances; (b) from and after the date of this Warrant Certificate and otherwise during the period within which the rights represented by this Warrant Certificate may be exercised, the Corporation will at all times (to the extent necessary under applicable corporate law) have authorized and reserved for issuance a sufficient number of Common Shares to provide for the exercise of the Warrants represented by this Warrant Certificate; and (c) until the earlier of the Expiry Time or such time as the Warrants cease to be delivered outstanding, it will use its commercially reasonable efforts to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth maintain (i) the names listing of exercising the Common Shares on the CSE and (ii) its status as a “reporting issuer” (or the equivalent thereof) not in default under the Securities Laws and file with and pay to the securities regulatory authorities in each of the jurisdictions of Canada wherein it is a "reporting issuer" or as may otherwise be required in a timely manner all reports and other documents required to be filed and all fees required to be paid by the Corporation under the Securities Laws. 2.5 If the Warrants represented by this Warrant HoldersCertificate have not been exercised prior to the Expiry Time, all rights under the Warrants represented hereby shall wholly cease and terminate and the Warrants shall be void and of no effect. 2.6 If the Warrants are exercised any time prior to MAY 1, 2019, the number of shares of certificate or certificates representing the Common Stock issuable Shares to be issued upon such exercising Warrant Holdersexercise will bear the following legends: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, respectivelyTHE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 1, (iii) 2019. The certificate or certificates representing the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses Common Shares to be issued upon exercise of the Warrant Agent) Warrants will bear the following legends: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Neither the Warrants or the Common Shares issuable upon exercise of the Warrants have been or will be provided registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or under the laws of any state of the United States. The Holder is advised to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountseek professional advice as to applicable resale restrictions.

Exercise of Warrants. (a) A Warrant shall be exercised by At any time and from time to time after the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form date hereof and expiring on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order third anniversary of the Companyeffective date of this Warrant Agreement at 5:00 p.m., the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise PeriodCentral Standard Time, a Warrant Warrants may be exercised in whole at any time or in part from time as to time, provided that not less than 100 shares of Common Stock, all or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full portion of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total whole number of shares of Common Stock issuable upon such exercisecovered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached to each Warrant Certificate and by payment to the Company as set forth in the Warrant Certificate in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at 000 Xxxxx Xxxxxx Xxxxxx, Suite 1704, Oklahoma City, Oklahoma 73102, Attention: President. Upon the exercise of a Warrant, in such names and denominations as are required for delivery to, whole or in accordance with part, the instructions Company will, within ten (10) days thereafter, at its expense (including the payment by the Company of the Warrant Holder. Such Common Stock certificates shall be deemed any applicable issue or transfer taxes), cause to be issued, issued in the name of and delivered to the person to whom such holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock are issued to which such holder is entitled upon exercise of record the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof, such holder shall be deemed paid a cash amount equal to have become a holder such fraction, multiplied by the Current Value (as hereafter defined) of record one full share of such Common Stock on the date of exercise. Certificates for shares of Common Stock, Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrender of such Warrant Certificate and payment surrendering of the Exercise Pricecertificates for the shares so purchased. In the event a Warrant is exercised, whichever shall last occur; provided, that if as to less than the books aggregate amount of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such all shares of Common Stock are issued issuable upon exercise of record shall be deemed to have become a record holder of all Warrants held by such sharesperson, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, issue a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option holder of the Warrant Agent, paid directly by so exercised covering the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the aggregate number of shares of Common Stock issuable as to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountwhich Warrants remain unexercised.

Exercise of Warrants. (a) A Subject to the terms of the Unit Warrant and this Agreement, including Section 13 hereof, a Unit Warrant shall be exercised by the Warrant Holder by (i) surrendering to the Warrant Agent the certificate evidencing such Warrant Certificate with the exercise form on the reverse of such Warrant Certificate duly completed and executed executed, and delivering (ii) remitting payment to the Warrant Agent of an amount in cash equal to the product of the Exercise Price multiplied by the number of Shares being purchased upon such exercise, with such payment being in the form of a personal or business check drawn on a U.S. bank and payable to the Warrant Agent, by good check payable to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of for the shares of Common Stock to be purchasedShares for which Unit Warrants are then being exercised, the Warrant Agent shall requisition from the transfer agent certificates for the Common Stock (including the Company acting as such transfer agent)Shares, and and, upon receipt receipt, shall make delivery of, certificates thereof evidencing the total number of shares of Common Stock issuable upon such exercisewhole Shares for which Unit Warrants are then being exercised, in such names and denominations as are required for delivery to, or in accordance with the instructions of of, the Warrant Holder. Such Common Stock certificates for the Shares shall be deemed to be issued, and the person to whom such shares of Common Stock Shares are being issued of record shall be deemed to have become a holder of record of such shares of Common StockShares, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, provided that if the transfer books of the Company with respect to the transfer of Common Stock are then Shares shall be closed, such shares the certificates for the Shares issuable upon exercise of the Unit Warrants shall be deemed to issued as of the date on which such books shall next be issuedopen, and the person to whom such shares of Common Stock Shares are issued of record shall be deemed to have become a record holder of such shares, Shares as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of Expiration Time) and until such date the applicable Warrant Exercise Period)Agent shall be under no duty to deliver any certificate for such Shares. (dc) Subject to Section 6(b), if If less than all the of a Holder’s Unit Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Unit Warrants not so exercised shall be issued and delivered to, or in accordance with with, transfer instructions properly given by, by the Warrant Holder, Holder until the expiration of the applicable Warrant Exercise PeriodExpiration Time. (ed) All Warrant Certificates surrendered upon exercise of Warrants shall be canceledcancelled. (fe) Upon the exercise of any Unit Warrant, the Warrant Agent shall promptly deposit all funds received in the payment of the Exercise Price into a segregated an escrow account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a mutually agreed-upon, federally insured commercial bank (which may be the Warrant Agent)bank. All funds deposited in the Collection Account escrow account will be disbursed on a weekly basis to the Company after once they have been determined by the Warrant Agent to be collected funds. Once the funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the Share certificate(s) representing the shares of Common Stock issued upon the exercise of exercised Unit Warrants to be delivered to the record holder(s) of such Common Stockissued. (gf) Reasonable expenses Expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates A detailed accounting statement relating to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant HoldersUnit Warrants exercised, respectivelynames and registered Holder(s), (iii) and the amount of exercised funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided given to the Company by with the Warrant Agent at the time payment of each disbursement of funds held in the Collection Accountexercise amount.

Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised until 5:00 p.m., New York City time on April 11, 2005 (a) the "Expiration Date"), to receive from the Company the number of fully paid and nonassessable Warrant Shares that the holder may at the time be entitled to receive in accordance herewith upon the exercise of such Warrant and payment of the Exercise Price. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant shall may be exercised by the Warrant Holder by surrendering upon surrender to the Warrant Agent Company at its office designated for such purpose (the address of which is set forth in Section 9.2 ----------- hereof) of the certificate or certificates evidencing such Warrant the Warrants to be exercised with the exercise form of election to purchase on the reverse of such Warrant Certificate thereof duly completed filled in and executed signed and delivering upon payment to the Company of the Exercise Price as adjusted as herein provided, for the number of Warrant Agent, Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by good certified or official bank check payable to the order of the Company, (ii) through the surrender of preferred equity securities or indebtedness of the Company having a liquidation preference or principal amount, as the case may be, equal to the aggregate Exercise Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at the time of surrender notwithstanding the stated terms thereof), (iii) by tendering Warrants having a fair market value equal to the Exercise Price or (iv) with any combination of (i), (ii) or (iii). For purpose of clause (iii) above, the fair market value of the Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Securities Market or a national securities exchange, the fair market value shall be equal to the difference between (1) the Quoted Price of the Common Stock on the date of exercise and (2) the Exercise Price; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per Warrant as determined in good faith by the Board of Directors of the Company pursuant to Section 6.16. ------------ Subject to the provisions of Article IV hereof, upon such surrender of ---------- Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Article VII; ----------- provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in Section 6.15 hereof, ------------ or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two Business Days thereafter, issue and cause to be purchased. (b) During its delivered the full number of Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple Shares issuable upon the exercise of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with Warrants in the exercise form thereon duly executed manner described in this sentence together with payment cash as provided in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, Article VII. ----------- Such certificate or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to have been issued and any person so designated to be issued, and the person to whom such shares of Common Stock are issued of record named therein shall be deemed to have become a holder of record of such shares of Common Stock, Warrant Shares as of the date of the surrender of such Warrant Certificate Warrants and payment of the Exercise Price. The Warrants shall be exercisable, whichever shall last occur; provided, that if at the books election of the Company with holders thereof, either in full or, from time to time, in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the transfer date of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasionWarrants, a new certificate evidencing the remaining Warrant Certificate for the balance of the or Warrants not so exercised shall will be issued and delivered to, or in accordance with transfer instructions properly given by, pursuant to the Warrant Holder, until the expiration provisions of the applicable Warrant Exercise Period. (e) this Section and of Section 1.2 hereof. ----------- All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise cancelled and disposed of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery The Company shall keep copies of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly this Agreement and any notices given or received hereunder available for inspection by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent holders during normal business hours at the time of each disbursement of funds held in the Collection Accountits office.

Exercise of Warrants. (a) A Warrant shall During the period specified in Section 2.02, any whole number of Warrants may be exercised by surrendering the Warrant Holder Certificate evidencing such Warrants at the place or at the places set forth in the Warrant Certificate, with the purchase form set forth in the Warrant Certificate duly executed, accompanied by surrendering to payment in full, in lawful money of the United States of America, [in cash or by bank wire transfer in immediately available funds], of the Exercise Price for each Warrant exercised. The date on which payment in full of the Exercise Price for a Warrant and the duly executed and completed Warrant Certificate are received by the Warrant Agent shall be deemed to be the date on which such Warrant is exercised. The Warrant Agent shall deposit all funds received by it as payment for the exercise of Warrants to the account of the Company maintained with it for such purpose and shall advise the Company by telephone at the end of each day on which such a payment is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall from time to time, as promptly as practicable after the exercise of any Warrants in accordance with the terms and conditions of this Agreement and the Warrant Certificates, advise the Company of (1) the number of Warrants so exercised, (2) the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order of the Company, the aggregate Exercise Price of the or certificates representing shares of Common Stock to be purchased. (b) During its Warrant Exercise Periodwhich such Holder is entitled upon such exercise, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple and instructions of such amountHolder as to delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (3) such other information as the Company shall be purchased upon any partial exercisereasonably require. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting As soon as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or practicable after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any WarrantWarrants, the Warrant Agent Company shall promptly deposit all funds received in payment issue, to or upon the order of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option Holder of the Warrant AgentCertificate evidencing such Warrants, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, a certificate or certificates representing the number of shares of Common Stock issuable to which such exercising Warrant Holders, respectively, (iii) the amount of funds remitted Holder is entitled in such name or names as may be directed by such exercising Holder; and, if fewer than all of the Warrants evidenced by such Warrant HoldersCertificate were exercised, respectively, the Company shall execute and (iv) any expenses paid (including fees and expenses an authorized officer of the Warrant AgentAgent shall authenticate and deliver, all in accordance with Section 1.03 of this Agreement, a new Warrant Certificate evidencing the number of Warrants remaining unexercised. (d) will The Company shall not be provided required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Common Stock; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any shares of Common Stock until such tax or other charge shall have been paid or it has been established to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection AccountCompany's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) A Subject to the provisions of this Agreement, each Holder shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable shares of Warrant Stock specified in such Holder's Warrant Certificate(s) (as adjusted from time to time in accordance with the provisions of Section 10 of this Agreement), upon surrender of such Warrant Certificate(s) to the Company or its duly authorized agent, and upon payment to the Company of the Warrant Price, as adjusted in accordance with the provisions of Section 10 of this Agreement, for the number of shares of Warrant Stock in respect of which such Warrants are then exercised. The date of exercise (the "Exercise Date") of any Warrant shall be exercised deemed to be the date of receipt by the Warrant Holder by surrendering to Company of the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed filled in and executed signed and delivering to accompanied by proper payment as hereinafter provided. Payment of the Warrant Agent, by good check payable to Price shall be made as set forth in the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchasedWarrant Certificate. (b) During its Subject to Section 7 of this Agreement, upon such exercise of the Warrants, and payment of the Warrant Exercise PeriodPrice as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch (but in any event within twenty (20) business days) to or (subject to the provisions of Section 4 of this Agreement) upon the written order of the Holder, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 certificate for the number of full shares of Common Stock, or any integral multiple Warrant Stock so purchased upon the exercise of such amountWarrants, shall be purchased upon together with cash, as provided in Section 10 of this Agreement, in respect of any partial exercise. (c) Upon receipt fraction of a Warrant Certificate with the exercise form thereon duly executed together with payment in full share of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock stock otherwise issuable upon such exercise. Except under circumstances described in the following sentence, in such names and denominations as are required for delivery to, or in accordance with the instructions shares of Warrant Stock purchased pursuant to the Warrant Holder. Such Common Stock certificates immediately preceding sentence shall be deemed to be issued, and issued to the person to whom such shares of Common Stock are issued of Holder as the record shall be deemed to have become a holder of record owner of such shares of Common Stock, as of the date close of the surrender of such Warrant Certificate and payment of business on the Exercise PriceDate. Notwithstanding the foregoing, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether beforedetermines, on or after the expiration date of exercise of any Warrant, that issuance of the Warrant Stock represented thereby would violate an applicable order, law, rule, or regulation, including federal or state securities laws, the Company shall so notify immediately the exercising Holder and shall in good faith, and as expeditiously as possible, endeavor to issue the Warrant Exercise Period). (d) Subject Stock without such violation. The right of purchase represented by the Warrants shall be exercisable, at the election of the Holder thereof, either in full or from time to Section 6(b)time in part and, if in the event that any Warrant is exercised in respect of less than all of the Warrants evidenced by a shares of Warrant Certificate are exercised upon a single occasionStock purchasable on such exercise at any time prior to the Expiration Date, a new Warrant Certificate for evidencing the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of remaining Warrants shall be canceledissued. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be exercised payable by any one or any combination of the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good following: (i) cash; (ii) certified or official bank check payable to the order of the Company, ; (iii) by the aggregate Exercise Price surrender (which surrender shall be evidenced by cancellation of the shares number of Common Stock to be purchased. Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (bas defined below)) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the or Warrants (represented by one or more relevant Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agentCertificates), and upon receipt shall make without the payment of the Exercise Price in cash, in return for the delivery of, certificates evidencing to the total surrendering Holder of such number of shares of Common Stock issuable upon equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions without payment of the Warrant HolderExercise Price in cash. Such Any share of Common Stock certificates delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and ------------------ an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in ---------------- accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." ------------------------------ (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the person Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to whom have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock are issued at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of record the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be deemed required, however, to have become a holder pay any tax or other charge imposed in connection with any transfer involved in the issue of record of such any certificate for shares of Common Stock, as the case may be, in any name other than that of the date registered holder of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period)evidenced hereby. (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance In connection with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any WarrantWarrants evidenced hereby, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number no fractions of shares of Common Stock issuable shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such exercising fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant Holdersshall be exercised by the holder thereof at the same time, respectively, (iii) the amount number of funds remitted by full shares of Common Stock issuable on such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses exercise shall be computed on the basis of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time total number of each disbursement of funds held in the Collection AccountWarrants so exercised.

Exercise of Warrants. (a) A Each Warrant shall be exercised entitle (i) in the case of the Book-Entry Warrants, the Registered Holder thereof and (ii) in the case of Warrants held through the book-entry facilities of the Depositary or by or through persons that are direct participants in the Depositary, the Beneficial Holder thereof (the Registered Holders and the Beneficial Holders referenced in clauses (i) and (ii) above, collectively, the “Holders”), subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Warrant Shares specified in such Warrant, at the Exercise Price. (b) Subject to the provisions of the Warrants and this Agreement, the Holder of a Warrant may exercise such Holder’s right to purchase the Warrant Shares, in whole or in part, at any time or from time to time (i) in the case of persons who hold Book-Entry Warrants, by providing an exercise form for the election to exercise such Warrant (each, an “Exercise Form”) substantially in the form of Exhibit D hereto, and (ii) in the case of Warrants held through the book-entry facilities of the Depositary or by or through persons that are direct participants in the Depositary, by providing an Exercise Form (as provided by such Holder’s broker) to its broker, in each case properly completed and executed by the Warrant Registered Holder by surrendering or the Beneficial Holder thereof, as the case may be, together with payment to the Warrant Agent (for the certificate evidencing such Warrant account of the Company), in the case of an exercise for cash pursuant to Section 3.2(c), of the Exercise Amount in accordance with Section 3.2(c). (c) The payment of the exercise form on Exercise Price shall be made, at the reverse option of such Warrant Certificate duly completed and executed and delivering to the Warrant AgentHolder, (i) in United States dollars by good certified or official bank check payable to the order of the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent to such Holder, in either case in immediately available funds in an amount equal to the aggregate Exercise Price for such Warrant Shares as specified in the Exercise Form (the “Exercise Amount”) or (ii) by Cashless Exercise in accordance with Section 3.2(d)). The Exercise Amount shall be rounded up to the nearest one cent. (d) In lieu of paying the Exercise Amount by certified or official bank check or by wire transfer, any Holder may elect to exercise Warrants by authorizing the Company to withhold from issuance a number of Warrant Shares issuable pursuant to the Warrant Certificate or Warrant Statement evidencing the Warrants being exercised which, when multiplied by the Quoted Price for the trading day immediately prior to the exercise date is equal to the aggregate Exercise Price of all Warrants being exercised, and such withheld Warrant Shares shall thereupon no longer be issuable under the shares Warrant. Such exercise (a “Cashless Exercise”) shall be honored by the Company and the Warrant Agent without payment by the Holder of Common Stock any Exercise Amount or any cash or other consideration; provided, however, that the Holder shall pay such amounts as may be required pursuant to Section 5.2(c), or such taxes as may be payable upon issuance of Warrant Shares to a Person other than the Holder. The formula for determining the Warrant Shares to be purchasedissued in a Cashless Exercise is as follows: where: X = the number of Warrant Shares issuable upon exercise of the Warrant pursuant to this subsection (d). A = the Quoted Price. B = the Exercise Price. C = the number of Warrant Shares as to which a Warrant is then being exercised including the withheld Warrant Shares. If, with respect to any purported or attempted Cashless Exercise of Warrants, the foregoing calculation results in a negative number or zero, then no Warrant Shares shall be issuable via such purported or attempted Cashless Exercise and such Warrants shall be deemed to have not been exercised. A Holder that elects to Cashless Exercise shall provide their Exercise Form in accordance with Section 3.2(b) to the Company (or through their broker to the Company), and the Company shall instruct the Warrant Agent with the calculation of the Warrant Shares to be issued in such Cashless Exercise; provided that the Warrant Agent shall notify the Company of any Exercise Form it receives no later than three (3) Business Days after receipt of any Exercise Form so indicating a Cashless Exercise election. (be) During its Warrant Exercise Period, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with The date on which payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, Amount is received by the Warrant Agent shall requisition from (or deemed to be received in the transfer agent for the Common Stock (including the Company acting as such transfer agent)case of a Cashless Exercise) shall, and upon subject to receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall Exercise Form, be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration of the applicable Warrant Exercise Period). (d) Subject to Section 6(b), if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the is exercised. The Warrant Agent shall promptly deposit all funds received by it in payment for the exercise of Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such advice to the Company in writing. (f) Subject to Article 6, upon surrender of the Exercise Form and payment of the Exercise Price into Amount (or the deemed payment of the Exercise Amount in connection with a segregated account Cashless Exercise) in connection with the exercise of Warrants by any Holder: ("Collection Account"i) established the Warrant Agent shall requisition from the Transfer Agent for issuance and delivery to or upon the written order of the applicable Holder and in such name or names as the Holder may designate (provided, that the Holder shall pay any and all taxes payable as a result of such designation), a book-entry registration, certificate or certificates in accordance with Section 3.2(m) for the Class A Shares issuable upon the exercise of the Warrants evidenced by mutual agreement the underlying Warrant Certificate or Book-Entry Warrant, as the case may be, less any Warrant Shares withheld in connection with a Cashless Exercise, if applicable; and (ii) the Company shall, as promptly as practicable and at its expense, and in any event within five (5) Business Days thereafter, cause to be issued to the Holder the aggregate number of whole Warrant Shares (rounded down to the nearest whole share, and deducting any Warrant Shares withheld pursuant to Section 3.2(d)) issuable upon such exercise and deliver to the Holder written confirmation that such Warrant Shares have been duly issued and recorded on the books of the Company as hereinafter provided. The Warrant Shares so issued shall be registered in the name of the Holder or such other name as shall be designated in the order delivered by the Holder. The book-entry registration, certificate or certificates for 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 the holder of record of such Warrant Shares as of the date of surrender of the applicable Exercise Form at the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined Office duly executed by the Holder thereof and upon payment of the Exercise Amount or the deemed payment of the Exercise Amount in connection with a Cashless Exercise. (g) In the event that any Holder makes a partial exercise of the Warrants evidenced by any Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collectedStatement or Warrant Certificate, the Warrant Agent shall cause adjust the certificate(sHolder’s Warrant Statement or issue and deliver a new Warrant Certificate to the applicable Holder to evidence a number of Warrants equal to the number of Warrants represented by the Warrant Statement or Warrant Certificate immediately prior to such partial exercise minus the number of Warrants exercised in such partial exercise. The Warrant Agent is hereby authorized and directed to countersign such new Certificate. (h) representing Any exercise of a Warrant pursuant to the shares terms of Common Stock issued this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms. (i) The Warrant Agent shall: (i) examine the Exercise Forms and all other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Forms and any such other documents have been executed and completed in accordance with their terms and the terms hereof; (ii) where an Exercise Form or any other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrants exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Forms received and delivery of Warrants to the Warrant Agent’s account; (iv) advise the Company no later than three (3) Business Days after receipt of any Exercise Form, of (a) the receipt of such Exercise Form and the number of Warrants evidenced thereby that have been exercised in accordance with the terms and conditions of this Agreement, (b) the instructions with respect to delivery of the Warrant Shares deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (c) such other information as the Company shall reasonably require; and (j) subject to Warrant Shares being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its customary requirements. (k) All questions as to the validity, form and sufficiency (including time of receipt) of any exercised Warrant, Exercise Form or the Warrant Certificate evidencing any exercised Warrant will be determined by the Company in its reasonable discretion, which determination shall be final and binding absent any manifest error. The Company reserves the right to reject any and all Exercise Forms not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Such determination by the Company shall be final and binding on the Holders, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in the exercise thereof with regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall be delivered under any duty to give notice to the record holder(s) Holders of the Warrants of any irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such Common Stocknotice. (gl) Reasonable expenses incurred The Company acknowledges that the bank accounts maintained by Grafton State Bank acting in the capacity as Warrant Agent in connection with the services provided under this Agreement will be paid or reimbursed by in its name and that the CompanyWarrant Agent may receive investment earnings therefrom. These expenses, including delivery of Common Stock certificates to shareholders, Neither the Company nor the Holders will be deducted monthly from funds held in the Collection Account or, at the option entitled to receive interest on any deposits of the Exercise Price. (m) Book-entry registration records representing Warrant AgentShares shall bear a Restricted Legend (with all references to Warrants therein replaced by references to Class A Common Stock, paid directly by and with such changes thereto as the Company upon demand. A report setting forth may deem appropriate) if (i) the names of exercising Warrants for which they were issued carried a Restricted Legend or (ii) the Warrant HoldersShares are issued in a transaction exempt from registration under the Securities Act, in each case until and unless the number of shares of Common Stock issuable circumstances set forth in Section 2.2(c) apply to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectivelyShares, and (iv) any expenses paid (including fees and expenses of transfers thereof shall comply with the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection AccountRestricted Legend.

Exercise of Warrants. (a) A The rights represented by any Warrant shall issued pursuant hereto may be exercised by the Warrant Holder thereof, in whole or in part, by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order of the Company, the aggregate Exercise Price of the shares of Common Stock to be purchased.Office: (bi) During its Warrant Exercise Periodthe Warrant, together with a Warrant may be exercised properly completed Election to Purchase in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise.the form attached thereto; (cii) Upon receipt of at the Holder's option, either (A) a Warrant Certificate with check or bank draft in the exercise form thereon duly executed together with payment in full amount of the aggregate Exercise Price of for the shares of Common Stock to be purchased, (B) any promissory notes or debt securities of the Warrant Agent shall requisition from Issuer or the transfer agent Company that may have been issued to the Holder thereof, so that amounts outstanding thereunder may be offset against the aggregate Exercise Price for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery toto be purchased, or (C) Common Stock, preferred stock, Warrants or other securities of the Issuer having a Market Price equal to the aggregate Exercise Price for the shares of Common Stock to be purchased. For purposes of this Section 4: (I) the Market Price per share of Common Stock at any time shall be determined in accordance with the instructions definition of Market Price, (II) the Market Price per Warrant Holder. Such Common Stock certificates at any time shall be deemed to be issued, and the person to whom such shares Market Price per share of Common Stock are minus the Exercise Price then in effect, and (III) the Market Price of other securities shall be as reasonably determined by the Issuer's Board of Directors in accordance with the principles set forth in the definition of Market Price; and (iii) any representations or documents or information from the Holder of the Warrants that the Issuer may reasonably require in order comply with the requirements of the Securities Act with respect of such issuance and in order to comply with the provisions of Section 7(c) of this Agreement. Upon such exercise the Issuer shall issue and deliver to or to the order of the registered Holder(s) of such Warrant, and in such name or names as such registered Holder(s) may designate, one or more stock certificate(s) for the Warrant Shares to be issued upon such exercise of record such Warrant. Any person(s) so designated to be named therein shall be deemed to have become a holder the Holder(s) of record of such shares of Common Stock, Warrant Shares as of the date of delivery to the surrender of such Issuer at the Warrant Certificate and payment Office of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, Warrant and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, Exercise Price therefor as of the date on which such transfer books of the Company shall next be open provided in clauses (whether before, on or after the expiration of the applicable Warrant Exercise Period)i) and (ii) above. (db) Subject to Section 6(b), if less than all the Warrants evidenced by If a Warrant Certificate are is exercised upon a single occasionin part at any time, a new Warrant Certificate for the balance of the or Warrants not so exercised shall be issued and delivered tofor the unexercised portion of such Warrant. Each new Warrant so issued shall bear any legend required by Section 11.3 of the Purchase Agreement, or in accordance with transfer instructions properly given by, if the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) presented in connection with a partial exercise thereof bore such legend. All Warrant Certificates Warrants surrendered upon exercise of Warrants shall be canceled. (fc) Upon The Issuer will pay all taxes (other than any applicable income or similar taxes payable by the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account"Holders) established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis attributable to the Company after they have been determined by the initial issuance of Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued Shares upon the exercise of Warrants the Warrants; provided, that the Issuer shall not be required to pay any tax which may be delivered to the record holder(s) payable in respect of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting any transfer involved in the capacity as issue of any Warrant Agent will be paid or reimbursed by any certificate for Warrant Shares in a name other than that of the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option registered Holder of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountsurrendered for exercise.

Exercise of Warrants. (a) 6.1. Subject to the existence of a current registration statement covering the Warrant Shares, any whole number or all of the Warrants evidenced by any Warrant Certificate may be exercised during the Exercise Period. A Warrant shall be exercised by the by: A. The Warrant Holder by surrendering to the Warrant Agent the certificate a Warrant Certificate evidencing such Warrant number of Warrants, with the exercise form on the reverse of such Warrant Certificate duly completed and executed executed, and delivering paying to the Warrant Agent, by good check in lawful money in the United States of America payable to the order of the CompanyWarrant Agent, the aggregate Exercise Price for each Share to be purchased; or B. The Warrant Holder, the Company and a registered broker-dealer entering into an Agreement providing for the exercise of the Warrants through the sale of the shares of Common Stock to be purchasedin a market transaction. 6.2. If the exercise method set forth in Section 6.1 (ba) During its above is elected by the Warrant Exercise PeriodHolder, a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased then upon any partial exercise. (c) Upon receipt of a the Warrant Certificate Certificates with the exercise form thereon duly executed executed, together with payment in full of the aggregate Exercise Price of for the shares of Common Stock to be purchasedShares for which Warrants are then being exercised, the Warrant Agent shall escrow the money received for a period of seven days. After each seven day period, the Warrant Agent shall pay to the Company all funds cleared during the period. The Warrant Agent shall then requisition from the any transfer agent for the Common Stock (including the Company acting as such transfer agent)Shares, and upon receipt shall make delivery of, of certificates evidencing the total number of whole shares of Common Stock issuable upon such exercisefor which Warrants are then being exercised, in such names and denominations as are required for delivery to, to or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates for the Shares shall be deemed to be issued, and the person to whom such shares of Common Stock Shares are issued of record shall be deemed to have become a holder of record of such shares of Common StockShares, as of the date of the surrender of such Warrant Certificate Certificates and payment of the Exercise Price, whichever shall last occur; provided, provided that if the books of the Company with respect to the transfer Shares shall be closed as of Common Stock are then closedsuch date, the certificates for such shares Shares shall be deemed to be issued, and the person to whom such shares of Common Stock Shares are issued of record shall be deemed to have become a record holder of such sharesShares, as of the date on which such transfer books of the Company shall next be open (whether before, on or after the expiration Expiration Date) but at the Exercise Price and upon the other conditions in effect upon the date of surrender of the applicable Warrant Certificate and payment of the Exercise Period)Price, whichever shall have last occurred, to the Warrant Agent. (d) Subject to Section 6(b), if 6.3. If less than all of the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) 6.4. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Warrant shall be exercised by On or before the Warrant Holder by surrendering to the Warrant Agent the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order of the CompanyJEDI/Purchaser Option Termination Date, the aggregate Exercise Price of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Period, a Warrant Warrants may be exercised only pursuant to this Section 3.2(a). The Warrants may be exercised, without the surrender thereof, upon the delivery to the Secretary of the Company of (1) a duly completed form of Election to Purchase attached hereto with respect to a number of Warrant Shares specified therein, signed by Optionee (as defined in whole at any time the JEDI/Anschutz Option) pursuant to an irrevocable power of attorney granted by the Holder in the JEDI/Anschutz Option, and (2) a certificate of the President or chief financial officer of Optionee to the effect that (A) Optionee has exercised the JEDI/Anschutz Option with respect to a number of Tranche B Warrant Shares (as defined in part from time the JEDI/Anschutz Option) in the aggregate equal to timethe number of Warrant Shares specified in the Election to Purchase, provided that not less than 100 shares (B) Optionee has delivered to the Holder the Anschutz Notice (as defined in the JEDI Loan Agreement) and (C) Optionee has paid to the Holder the aggregate Option Price (as defined in the JEDI/Anschutz Option) for such number of Common Stock, or any integral multiple Tranche B Warrant Shares. The payment of such amount, aggregate Option Price for such number of Tranche B Warrant Shares shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with constitute payment in full of the aggregate Exercise Warrant Price for such number of Warrant Shares. Subject to Section 8, upon delivery of the shares Election to Purchase and the related certificate referred to in clause (2) above and payment of Common Stock the Warrant Price as aforesaid, and without regard to the surrender of any Warrant in connection therewith, the Company shall issue and cause to be purchaseddelivered with all reasonable dispatch to or at the order of Optionee and in the name of Optionee or at its order, the Warrant Agent shall requisition from the transfer agent a certificate for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares full Warrant Shares so purchased upon the exercise of Common Stock such Warrants, together with cash, as provided in Section 8, in respect to any fractional Warrant Share otherwise issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holdersurrender. Such Common Stock certificates certificate shall be deemed to be issued, have been issued to such transferee and the person to whom such shares of Common Stock are issued of record transferee shall be deemed to have become a holder of record of such shares of Common Stock, Warrant Shares as of the date of the surrender payment of the Warrant Price; provided, however, that if, at the date of payment of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer books for the Warrant Shares or other class of Common Stock are then stock purchasable upon the exercise of such Warrant shall be closed, the certificates for the Warrant Shares in respect of which such shares Warrant is then exercised shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, issuable as of the date on which such transfer books of shall next be opened (whether before or after the Expiration Date) and until such date the Company shall next be open (whether beforeunder no duty to deliver any certificate for such Warrant Shares; provided, on further, that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. On or after before the expiration JEDI/Purchaser Option Termination Date, the rights of purchase represented by the Warrant shall be exercisable, at the election of Purchaser, either in full or from time to time in part. After each such issuance of Warrant Shares pursuant to this Section 3.2(a), the Company shall notify the Holder that the number of Warrants evidenced hereby has been reduced by the number of Warrants so exercised and the Holder shall deliver this Warrant to the Company in care of the applicable Warrant Exercise Period). (d) Subject Secretary of the Company. The Company shall issue and cause to Section 6(b), if less than be delivered with all reasonable dispatch to the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, Holder a new Warrant Certificate for evidencing the balance of the remaining Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined that were evidenced by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common StockWarrant. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.

Exercise of Warrants. (a) A Warrant shall Payment of such Exercise Price may be exercised made at the Holder’s election (i) by certified or official bank check, (ii) in the event that the Holder holds Common Shares of the Company and such Common Shares are listed on a domestic stock exchange or quoted in the domestic over-the-counter market, by transferring to the Company an amount of such Common Shares which, when multiplied by the Warrant Holder current market price of the Common Shares at the time of exercise of such Warrant, equals the aggregate amount of the consideration payable upon such exercise, (iii) by surrendering to the Warrant Agent Company the certificate evidencing right to receive a portion of the number of Shares with respect to which such Warrant with is then being exercised equal to the exercise form product obtained by multiplying such number of Shares by a fraction, the numerator of which is the Exercise Price in effect on the reverse date of such Warrant Certificate duly completed exercise and executed and delivering the denominator of which is the current market price of the Common Shares in effect on such date, or (iv) by a combination of the foregoing methods of payment selected by the Holder. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the Warrant Agentprovisions of clause (ii) or clause (iii) of the preceding sentence, such exercise shall be accompanied by good check payable written notice from the Holder specifying the manner of payment thereof, and in the case of clause (ii), stating the amount of Common Shares of the Company to be applied to such payment, and in the case of clause (iii), containing a calculation showing the number of Shares with respect to which rights are being surrendered thereunder and the net number of Shares to be issued after giving effect to such surrender. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Company, the aggregate Exercise Price Holder of the shares of Common Stock to be purchased. (b) During its Warrant Exercise Periodsuch Warrants and in such name or names as such Holder may designate, a Warrant may be exercised in whole at any time certificate or in part from time to time, provided that not less than 100 shares certificates for the number of Common Stock, or any integral multiple full Shares so purchased upon the exercise of such amountWarrants, shall be purchased upon any partial exercise. (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment cash, as provided in full Section 11 of the aggregate Exercise Price this Agreement, in respect of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock any fractional Shares otherwise issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holdersurrender. Such Common Stock certificate or certificates shall be deemed to have been issued and any person so designated to be issued, and the person to whom such shares of Common Stock are issued of record named therein shall be deemed to have become a holder of record of such shares of Common Stock, Shares as of the date of the surrender of such Warrant Certificate Warrants and payment of the Exercise Price, whichever shall last occurPrice as aforesaid; provided, however, that if if, at the books date of the Company with respect to surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Shares or other class of Common Stock are then securities issuable upon the exercise of such Warrants shall be closed, such shares the certificates for the Shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, issuable as of the date on which such transfer books of the Company shall next be open opened (whether before, on or after the expiration Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the applicable Holders thereof, either in full or from time to time in part and, in the event that any Warrant Exercise Period). (d) Subject to Section 6(b), if is exercised in respect of less than all of the Warrants evidenced by a Shares issuable upon such exercise at any time prior to the Warrant Certificate are exercised upon a single occasionExpiration Date, a new Warrant Certificate or Warrants will be issued for the balance remaining number of Shares specified in the Warrant so surrendered. (b) At any time beginning on the date hereof through, and including, November 28, 2005, Holders of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of who are individuals may put their Warrants shall be canceled. (f) Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis back to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Stock issued upon the exercise of Warrants to be delivered to the record holder(s) of such Common Stock. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed for repurchase by the Company. These expensesWithin five business days of the exercise of such a put right by the Holder, including delivery of Common Stock certificates the Company shall repurchase such Warrant(s) from the Holder by paying to shareholders, will be deducted monthly from funds held such Holder in the Collection Account orcash or stock, at the option Company’s election, a redemption price equal to the product of: (1) the difference between (x) the then Exercise Price and (y) the closing price on the securities exchange on which the Common Shares are then traded of the Warrant AgentCommon Shares on the date of delivery of the put notice, paid directly by the Company upon demand. A report setting forth and (i2) the names of exercising Warrant Holders, the number of shares of Common Stock issuable with respect to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of which the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Accountis being then put.

Exercise of Warrants. (a) A Warrant shall The Warrants may be exercised by the Holder thereof, in whole or in part, at any time or from time to time after the Issue Date but on or prior to 5:00 P.M., New York City time, on the Expiration Date, at a price per share of Warrant Holder Stock equal to the Exercise Price, by surrendering to the Company, at its principal executive office in the United States (i) the Warrant Agent Certificate(s) evidencing such Warrants, (ii) a written notice (the "Exercise Notice"), substantially in the form attached hereto as Exhibit B, stating that such Holder elects to exercise the Warrants evidenced by such Warrant Certificate(s) and specifying the number of shares of Warrant Stock for which the Warrants are being exercised and the name or names in which such Holder wishes the certificate evidencing such or certificates for shares of Warrant with Stock to be issued and (iii) payment of the exercise form on aggregate purchase price (the reverse of such "Warrant Certificate duly completed and executed and delivering Purchase Price") in an amount equal to the product of (x) the Exercise Price multiplied by (y) the number of Warrants to be exercised as specified in such notice, which payment shall be made in accordance with Section 2.3(b). (b) The Warrant AgentPurchase Price shall be payable, at the option of the Holder, by good any one or any combination of the following: (i) in cash or by certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account specified by the Company, or (ii) by the aggregate Exercise Price surrender one or more Warrant Certificates to the Company for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant represented by such Warrant Certificates that are being exercised, the Holder thereof shall receive such number of shares of Warrant Stock as is equal to the product of (A) the number of shares of Warrant Stock issuable upon exercise of the shares Warrants being exercised at such time multiplied by (B) a fraction, the numerator or which is the Daily Market Value per share of Common the Marketable Capital Stock at such time minus the then effective Exercise Price, and the denominator of which is the Daily Market Value per share of the Marketable Capital Stock at such time. An exercise of Warrants in accordance with this Section 2.3(b)(ii) is herein referred to be purchased. (b) During its Warrant Exercise Period, as a Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple of such amount, shall be purchased upon any partial exercise"Cashless Exercise". (c) Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting As soon as such transfer agent)practicable, and upon in any event within two (2) Business Days after receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant Holder. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Notice and the Warrant Purchase Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the Company shall next deliver or cause to be open delivered (whether beforea) certificates representing the number of validly issued, on or after fully paid and nonassessable shares of Warrant Stock specified in the expiration Exercise Notice, (b) if applicable, cash in lieu of any faction of a share, as provided in the applicable Warrant Exercise Period). Certificate, and (dc) Subject to Section 6(b), if less than all the full number of Warrants evidenced by a Warrant Certificate are being exercised upon or used in a single occasionCashless Exercise, a new Warrant Certificate for Certificate, less the balance number of the Warrants not so then being exercised shall be issued and delivered to, or used in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon a Cashless Exercise. The exercise of Warrants shall be canceleddeemed to have been effective at the close of business on the date of delivery of the Exercise Notice and the Warrant Purchase Price, so that the Person entitled to receive shares of Warrant Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Warrant Stock at such time. (fd) Upon the exercise Issuance of any Warrant, the Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent to be collected funds. Once funds deposited in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares of Common Warrant Stock issued upon the exercise of Warrants to shall be delivered made without charge to the record holder(s) Holder thereof for any issue or transfer tax or other incidental expenses, in respect of the issuance of such Common Warrant Stock. (g) Reasonable , all of which taxes and expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will shall be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will provided that the Holder shall be deducted monthly from funds held in the Collection Account or, at the option responsible for any transfer tax payable on account of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names issuance of exercising Warrant Holders, the number of any shares of Common Warrant Stock issuable to such exercising Warrant Holders, respectively, (iii) a Person other than the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection AccountHolder thereof.

Exercise of Warrants. (a) A Warrant shall may be exercised by the Warrant Holder by surrendering upon surrender to the Warrant Agent Company, in care of the certificate evidencing such Warrant with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check payable to the order Secretary of the Company, of the Warrant to be exercised, together with the duly completed and signed form of Election to Purchase attached hereto, and upon payment to the Company of the Warrant Price for the number of Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Warrant Price shall be made by wire transfer of the shares of Common Stock immediately available funds in accordance with written wire transfer instructions to be purchasedprovided by the Company. (b) During its Subject to Section 5, upon such surrender of the Warrant Exercise Periodand payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the holder may designate, a certificate or certificates for the number of full Warrant may be exercised in whole at any time or in part from time to time, provided that not less than 100 shares of Common Stock, or any integral multiple Shares so purchased upon the exercise of such amountWarrants, shall be purchased upon together with a check or cash in respect of any partial exercise. (c) Upon receipt fraction of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the aggregate Exercise Price of the shares share of Common Stock to be purchased, the Warrant Agent shall requisition from the transfer agent for the Common Stock (including the Company acting as such transfer agent), and upon receipt shall make delivery of, certificates evidencing the total number of shares of Common Stock issuable otherwise deliverable upon such exercise, as provided in such names and denominations as are required for delivery to, or in accordance with the instructions of the Warrant HolderSection 5. Such Common Stock certificate or certificates shall be deemed to have been issued and any person so designated to be issued, and the person to whom such shares of Common Stock are issued of record named therein shall be deemed to have become a holder of record of such shares of Common Stock, Warrant Shares as of the date of the surrender of such Warrant Certificate Warrants and payment of the Exercise Warrant Price; provided that if, at the date of surrender of such Warrant and payment of such Warrant Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer books for the Warrant Shares or other class of Common Stock are then stock purchasable upon the exercise of such Warrant shall be closed, the certificates for the Warrant Shares in respect of which such shares Warrant is then exercised shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, issuable as of the date on which such transfer books of shall next be opened (whether before or after the Expiration Date) and until such date the Company shall next be open under no duty to deliver any certificate for such Warrant Shares; provided, further that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. (whether beforec) The rights of purchase represented by the Warrant shall be exercisable, on or after at the expiration election of the applicable holders thereof, either in full or from time to time in part. If a Warrant Exercise Period)is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant evidencing the remaining Warrant Shares will be issued, and the Company shall deliver the new Warrant pursuant to the provisions of this Section 3.2. (d) Subject to Section 6(b)Notwithstanding any other provision hereof, if less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Warrant Holder, until the expiration of the applicable Warrant Exercise Period. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (f) Upon the an exercise of any Warrant, the portion of this Warrant Agent shall promptly deposit all funds received in payment of the Exercise Price into a segregated account ("Collection Account") established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank (which may be the Warrant Agent). All funds deposited in the Collection Account will be disbursed on a weekly basis to the Company after they have been determined by the Warrant Agent is to be collected funds. Once funds deposited made in the Collection Account are determined to be collected, the Warrant Agent shall cause the certificate(s) representing the shares connection with a public offering of Common Stock issued or a Business Combination, such exercise may at the election of the holder be conditioned upon the conclusion of such transaction, in which case such exercise of Warrants shall not be deemed to be delivered to effective until the record holder(s) conclusion of such Common Stocktransaction. (g) Reasonable expenses incurred by Grafton State Bank acting in the capacity as Warrant Agent will be paid or reimbursed by the Company. These expenses, including delivery of Common Stock certificates to shareholders, will be deducted monthly from funds held in the Collection Account or, at the option of the Warrant Agent, paid directly by the Company upon demand. A report setting forth (i) the names of exercising Warrant Holders, the number of shares of Common Stock issuable to such exercising Warrant Holders, respectively, (iii) the amount of funds remitted by such exercising Warrant Holders, respectively, and (iv) any expenses paid (including fees and expenses of the Warrant Agent) will be provided to the Company by the Warrant Agent at the time of each disbursement of funds held in the Collection Account.