Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Subject (a) Contemporaneous with the execution of this Agreement, the Holder shall exercise the First Exercised Warrants pursuant to Section 2(e)the terms of the Original Warrant Agreement and the Company shall issue to the Holder, in addition to the shares of Common Stock to which such exercising Holder is entitled pursuant to the exercise of such First Exercised Warrants, New Warrants for the number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock issued pursuant to the exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment of First Exercised Warrants. The Holder shall deliver 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 the Original Warrant Agreement) and the aggregate cash exercise price for such First Exercised Warrants and the Company shall deliver the related Warrant Shares pursuant to the terms of the Original Warrant Agreement and shall deliver the related New Warrants within two Trading Days of the receipt by the Company of the payment by the Holder of the exercise price. Each New Warrant issued pursuant to this Section 2(d)(i2.1(a) herein) following will have an exercise price for the purchase of one share of Common Stock equal to the closing price of the Company’s Common Stock as reported by Nasdaq for the date the related Notice of Exercise is received by the Company and will be in the form attached hereto as Exhibit A (the “New Warrant Form”). The date of the closing of the exercise of the First Exercised Warrants shall be referred to herein as aforesaida “Closing Date.” (b) Subject to the conditions of the Original Warrant Agreement, the Company and the Holder hereby agree that in the event the Holder exercises additional Original Warrants (other than the First Exercised Warrants) (the “Second Exercised Warrants”) on one or more days during the 90 Day Exercise Period, the Company shall issue to the Holder, in addition to the shares of Common Stock to which such exercising Holder is entitled pursuant to the exercise of such Second Exercised Warrants, New Warrants for the number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock issued pursuant to the exercise of such Second Exercised Warrants. The Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable each Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless (as defined in the cashless Original Warrant Agreement) and the aggregate cash exercise procedure price for such Second Exercised Warrants specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original such Notice of Exercise and the Company shall be required, nor deliver the related Warrant Shares pursuant to the terms of the Original Warrant Agreement and shall any medallion guarantee (or other type deliver the related New Warrants within two Trading Days of guarantee or notarizationthe receipt by the Company of the payment by the Holder of the exercise price. Each New Warrant issued pursuant to this Section 2.1(b) will have an exercise price for the purchase of any one share of Common Stock equal to the closing price of the Company’s Common Stock as reported by Nasdaq for the date the related Notice of Exercise is received by the Company and will be requiredin the form of the New Warrant Form. Notwithstanding anything Each date of the closing of the exercise of the Second Exercised Warrants shall be referred to herein as a “Closing Date.” (c) The Company acknowledges and agrees that the obligations of the Holder under this Agreement is several and not joint with the obligations of any other holder of warrants originally issued together with the Original Warrants (each, an “Other Holder”) under any other agreement related to the contraryexercise of such warrants (“Other Warrant Exercise Agreement”), and the Holder shall not be required to physically surrender responsible in any way for the performance of the obligations of any Other Holder or under any such Other Warrant Exercise Agreement. Nothing contained in this Warrant to the Company until letter agreement, and no action taken by the Holder has purchased all of pursuant hereto, shall be deemed to constitute the Warrant Shares available hereunder Holder and the Warrant has been exercised in fullOther Holders as a partnership, in which casean association, a joint venture or any other kind of entity, or create a presumption that the Holder shall surrender and the Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedAgreement. The Holder confirms that it has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and the Company shall 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 (1) Trading Day of receipt of such noticeadvisors. The Holder shall be entitled to independently protect and any assigneeenforce its rights, by acceptance including, without limitation, the rights arising out of this WarrantAgreement, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available it shall not be necessary for purchase hereunder at any given time may Other Holder to be less than the amount stated on the face hereofjoined as an additional party in any proceeding for such purpose.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this (a) This Warrant may be made, is exercisable in whole or in part, part at any time or times on or after and from time to time. Such exercise shall be effectuated by submitting to the Initial Exercise Date and on or before the Termination Date Company (either by delivery to the Company of or by facsimile transmission as provided in Section 8 hereof) a completed and duly executed e-mail attachment of the Notice of Exercise (substantially in the form annexed hereto (the “attached to this Warrant) as provided in this paragraph. The date such 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 is faxed to the Company for shall be the “Exercise Date,” provided that the Holder of this Warrant Shares specified in tenders this Warrant Certificate to the applicable Company within five (5) business days thereafter and at the time of such Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in Company has received payment for the applicable Notice of Exerciseshares being purchased. No ink-original The Notice of Exercise shall be requiredexecuted by the Holder of this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, nor shall any medallion guarantee (or other type together with appropriate payment of guarantee or notarization) the Exercise Price for the shares of any Notice of Exercise be required. Notwithstanding anything herein to the contraryCommon Stock purchased, the Holder shall not be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. (b) The Exercise Price per share of Common Stock for the shares then being exercised shall be payable in cash by wire, certified or official bank check. (c) In no event shall Holder exercise this Warrant for less than ten thousand (10,000) Warrant Shares, as defined below, unless the Holder has a Warrant for less than ten thousand (10,000) Warrant Shares, in which case Holder shall be required to physically surrender exercise the Warrant for all remaining Warrant Shares on the Exercise Date. (d) The Holder shall be deemed to be the holder of the shares issuable to it in accordance with the provisions of this Section 2 only on and after the Exercise Date. (e) If at any time after one year from the date of issuance of this Warrant to there is no effective Registration Statement registering the Company until the Holder has purchased all resale of the Warrant Shares available hereunder and by the Holder, this Warrant has been may also be exercised in full, at such time by means of a “cashless exercise” in which case, the Holder shall surrender this Warrant be entitled to the Company receive a certificate for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the Closing Price on the trading day immediately preceding the date of such purchases. The Company shall deliver any objection to any Notice of election; (B) = the Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance Price of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, as adjusted; and (X) = the number of Warrant Shares available for purchase hereunder at any given time may be less issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than the amount stated on the face hereofa cashless exercise.

Exercise of Warrants. Subject to the terms hereof, each Purchaser agrees to exercise the June 1st Warrants, June 14th Warrants and the 2006 Warrants as set forth herein. 1.1 The Exercise Price on the 2006 Warrants shall be reduced from $6.805 to $2.68 (the “Market Price”). 1.2 The Company and each Purchaser agree that Section 2(e), exercise 4(a) of the purchase rights represented 2006 Warrant shall be deleted and replaced in its entirety as follows: (a) This Warrant shall be exercisable by this Warrant may be made, in whole or in part, the registered Holder at any time or times and from time to time on or after the Initial date hereof to and including the Expiration Date. At 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value; provided that, if the average of the Closing Prices for the five Trading Days immediately prior to (but not including) the Expiration Date exceeds the Exercise Date and Price on or before the Termination Date by delivery Expiration Date, then this Warrant shall be deemed to have been exercised in full (to the Company of extent not previously exercised) on a duly executed e-mail attachment “cashless exercise” basis at 6:30 P.M. New York City time on the Expiration Date if a “cashless exercise” may occur at such time pursuant to Section 10 below. Notwithstanding anything to the contrary herein, the Expiration Date shall be extended for each day following the Effective Date that the Registration Statement is not effective.” 1.3 Subject to the terms hereof, each Purchaser agrees to exercise (i) 100% of the Notice June 1st Warrants and June 14th Warrants issued to such Purchaser and (ii) 50% of Exercise the 2006 Warrants issued to such Purchaser, in each case as set forth on Schedule A hereto on the Business Day following the date of this Agreement (“Closing Date”). In consideration for such exercise, the Company shall issue to each Purchaser a warrant in the form annexed of Exhibit A attached hereto (the “Notice of ExerciseAdditional Warrants”). Within , registered in the earlier name of (i) two (2) Trading Days and (ii) such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Trading Days comprising shares of Common Stock indicated opposite such Purchaser’s name on Schedule A hereto under the Standard Settlement Period (as defined in Section 2(d)(i) herein) heading “Additional Warrant Shares” at an Exercise Price equal to the Market Price per share. 1.4 Each Purchaser shall have the option within 90 calendar days following the date of the Additional Registration Statement is declared effective by the Commission to 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 all or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number remaining 2006 Warrants and receive an additional warrant, registered in the name of Warrant Shares available hereunder such Purchaser, pursuant to which such Purchaser shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal right to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing acquire the number of Warrant Shares purchased shares of Common Stock that it exercises pursuant to this Section 1.3. Such additional warrant shall be exercisable at the Market Price and be in the same form as the Additional Warrant. For the purposes of this Amendment, the additional warrant issued under this Section 1.4 shall be deemed an “Additional Warrant” and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason shares issuable upon exercise of the provisions of this paragraph, following additional warrant shall be included in the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofAdditional Registration Statement filed pursuant to Section 3 below.

Exercise of Warrants. Subject to Section 2(e), exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of Without limiting the provisions of this paragraph, following the purchase rights of a portion of the Holder to receive Warrant Shares hereunderon a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the number of Company be required to net cash settle a Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofexercise.

Exercise of Warrants. Subject to Section 2(e), exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment 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)(i3(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the unpaid portion of 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 cashless exercise procedure specified in Section 2(c3(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 3(d)(i) and the buy-in provision in Section 3(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. Subject to Section 2(e), The Holder may exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date Warrants only by delivery to the Company of: written notice of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto exercise (the “Notice Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and payment 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder in cash or by check. If less than all of the Warrants evidenced by this Certificate are exercised, a new certificate evidencing the Warrants not so exercised will be issued to the Holder. Holder may only exercise these Warrants in integral multiples of 100 Warrants unless all Warrants evidenced by this Certificate are being exercised. Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant has Shares. Notwithstanding anything to the contrary contained herein, the Warrants may not be exercised unless and until any then-applicable requirements of all state and federal laws and regulatory agencies shall have been fully complied with to the reasonable good faith satisfaction of the Company and its counsel and the representations and warranties of Holder made in the Exercise Notice shall be true and correct. Adjustments upon Recapitalizations. In the event that the Company shall at any time hereafter (a) pay a dividend in Common Stock or securities convertible into Common Stock; (b) subdivide or split its outstanding Common Stock; or (c) combine its outstanding Common Stock into a smaller number of shares; then the number of shares to be issued immediately after the occurrence of any such event shall be adjusted so that the Holder thereafter may receive the number of shares of Common Stock it would have owned immediately following such action if it had exercised the Warrants immediately prior to such action and the Exercise Price shall be adjusted to reflect such proportionate increases or decreases in fullthe number of shares. In case of any reclassification of the outstanding shares of Common Stock (other than a change covered by Section 0 hereof or a change which solely affects the par value of such shares) or in the case of any merger, consolidation or reorganization in which caseholders of the Common Stock receive shares of stock or other securities or property (including cash) in exchange for their shares of Common Stock, thereafter the Holder shall surrender this receive, upon exercise of each Warrant, for the same Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property the Holder would have received had the Holder exercised such Warrant immediately prior to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedsuch event. The Holder and the Company shall 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 (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraphSection 0 shall similarly apply to successive reclassifications, following mergers, consolidations and other reorganizations. The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the purchase occurrence of a portion any of the Warrant Shares hereunderevents described in this Section 0. The existence of the Warrants shall not affect in any way the right or power of the Company to make adjustments, the number reclassifications, reorganizations or changes in its capital or business structure, or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofits business or assets.

Exercise of Warrants. (a) Subject to Section 2(e2.02(c)(ii), the exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto date (the “Notice of Exercise”). Within the earlier of "Exercise Date") for a Warrant shall be (i) two (2) Trading Days the New York Business Day on which the Warrant Agent receives delivery of such Warrant to the Warrant Account, in the case of Book-Entry Warrants, or of the Definitive Warrant Certificate representing such Warrant at the Warrant Agent Office, in the case of Certificated Warrants, an Exercise Notice relating to such Warrant in good order and payment of the Exercise Price in the manner specified in Section 2.02(b), if such receipt occurs at or prior to [3:00] P.M., New York City time, on such New York Business Day, and (ii) otherwise the New York Business Day next succeeding the day on which the Warrant Agent receives such Warrant, the Exercise Price and such Exercise Notice, which next succeeding New York Business Day shall be the day on which such Warrant, Exercise Price and Exercise Notice shall be deemed to have been received. If any Exercise Notice, the related Exercise Price or the Warrants to which such Exercise Notice relates are received after [3:00] P.M., New York City time, on the Expiration Date, such Exercise Notice shall be void and of no effect and shall be deemed not to have been delivered. (b) Following receipt of proper delivery of any Warrant, the Exercise Price and the Exercise Notice related to such Warrant in accordance with Section 2.02(b), the Warrant Agent shall: (i) deposit all funds received by it in payment of the Exercise Price of such Warrant to the account of the Corporation maintained with it for such purpose (unless otherwise instructed in writing by the Corporation), and advise the Corporation by telephone and in writing, by facsimile transmission or otherwise, at the end of each day on which any such payment is received of the amount so deposited to its account; (ii) (A) in the case of a Book-Entry Warrant, promptly determine whether such Exercise Notice has been duly completed and is in proper form and verify that the Person that executed such Exercise Notice is listed as a Depository Participant in the most recent published edition of the Depository's Eligible Corporate Securities Book (or the comparable publication of any successor Depository) and, if such Person is not listed therein, make reasonable efforts to obtain verbal verification from the Depository's Planning Department (telephone number 212-709-1000) (or the comparxxxx xxxxxxxent of a successor Depository) that such Person is a Depository Participant; and (B) in the case of a Certificated Warrant, promptly determine whether such Exercise Notice has been duly completed and is in proper form and whether the Definitive Warrant Certificate representing such Warrant is in proper form; (iii) (A) in the case of a Book-Entry Warrant, if the Warrant Agent determines that such Exercise Notice has not been duly completed or is not in proper form, or is unable through the procedures described in clause (ii)(A) above to verify that the Person that submitted such Exercise Notice is a Depository Participant, then the Warrant Agent shall reject such Exercise Notice and shall send to the Depository Participant that submitted such Exercise notice of rejection substantially in the form of Exhibit C hereto (a "Rejection Notice") and redeliver the Warrants to which such rejected Exercise Notice relates free through the facilities of the Depository to the account from which they were transferred; and (B) in the case of a Certificated Warrant, if the Warrant Agent determines that such Exercise Notice has not been duly completed or is not in proper form, or that the Definitive Warrant Certificate representing such Warrant is not in proper form, then the Warrant Agent shall reject such Exercise Notice and shall send a Rejection Notice to the Holder of such Warrants and return such Definitive Warrant Certificate to such Holder by first class mail at the expense of the Corporation; (iv) by [5:00 P.M.], New York City time, on the New York Business Day on which such Exercise Notice is received (or deemed to have been received), notify the Corporation (and such other parties (not to exceed two) as the Corporation shall designate in writing) of (A) the total number of Warrants in respect of which Exercise Notices were received (or deemed to have been received) at or prior to [3:00 P.M.], New York City time, on such date, (B) the number of Trading Days comprising such Exercise Notices that were rejected by the Standard Settlement Period Warrant Agent pursuant to clause (iii) above and the aggregate number of Warrants to which such rejected Exercise Notices relate, and (C) the aggregate number of Warrants covered by Exercise Notices that have not been so rejected (the "Exercised Warrants"); (v) by [5:00 P.M.], New York City time, on the New York Business Day following the Exercise Date for such Exercised Warrants, send notice of confirmation of exercise in substantially the form of Exhibit D hereto to the appropriate Depository Participant or Holder, as defined the case may be; and (vi) promptly deliver a copy of each Exercise Notice to the Corporation and advise the Corporation of such other matters relating to any of the Warrants covered thereby, whether or not they constitute Exercised Warrants, as the Corporation shall reasonably request. (c) At or before [3:00 P.M.], New York City time, on the [fifth] New York Business Day following the Exercise Date for any Exercised Warrant, the Corporation shall issue, and shall cause the Trustee to authenticate and deliver, pursuant to the Indenture, in authorized denominations, to or upon the order of the Holder of such Exercised Warrant, the Warrant Debt Security or Warrant Debt Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder in the Exercise Notice relating to such Exercised Warrant. (i) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants evidenced by each Global Warrant Certificate by the number of such Warrants in respect of which Warrant Debt Securities have been made available as provided in Section 2(d)(i2.03(c) herein) following promptly after such payment has been made available. In the date absence of exercise as aforesaidmanifest error, the Holder Warrant Agent's records shall deliver the aggregate Exercise Price be conclusive evidence as to such matters. (ii) If any Definitive Warrant Certificate shall be surrendered to the Company Warrant Agent for exercise of fewer than all the Warrants represented thereby, the Corporation shall execute, and 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 cashless exercise procedure specified Agent shall countersign, as provided in Section 2(c) below is then permitted 1.02 or 1.03, as the case may be, and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein deliver to the contrary, Holder of such Warrants by first class mail at the Holder expense of the Corporation a new Definitive Warrant Certificate of like tenor representing all Warrants remaining unexercised after such exercise and bearing a number not contemporaneously outstanding. (e) The Corporation shall not be required to physically surrender this Warrant pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the Company until the Holder has purchased all issue of the Warrant Shares available hereunder Debt Securities, and the Corporation shall not be required to issue or deliver any Warrant Debt Securities until any such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant established to the Company for cancellation within three Corporation's satisfaction that no such tax or other charge is due. (3f) Trading Days of the date the final Notice of Exercise is delivered Any notice to be given to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, Corporation by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may Agent pursuant to this Section 2.03 shall be less than the amount stated on the face hereofby telephone (promptly confirmed in writing) or telecopy (receipt to be promptly confirmed by telephone).

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this (a) This Warrant may shall be made, in whole or in part, exercisable at any time or times on or and from time to time from and after the Initial Exercise Date and through and including the Expiration Date (the “Exercise Period”), for such number of Warrant Shares as is indicated in the form of Election to Purchase, which is attached hereto as Exhibit B and incorporated herein. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant. At 5:00 P.M., New York time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. The Company may not call or before redeem any portion of this Warrant without the Termination Date prior written consent of the Warrant Holder. (b) Exercise of this Warrant shall be made upon surrender of this Warrant with an Election to Purchase in the form attached hereto (or attached to such New Warrant), duly completed and signed to the Company, at its address set forth in Section 10, and payment of the Exercise Price (as set forth below). (c) Payment upon exercise may be made at the written option of the Warrant Holder either by cashless exercise, as set forth in Section 5, or in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate purchase price, for the number of Warrant Shares specified in the Election to Purchase (as such exercise number shall be adjusted to reflect any adjustment in the total number of Warrant Shares issuable to the Warrant Holder per the terms of this Warrant) and the Warrant Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable Warrant Shares determined as provided herein. (d) The Company shall use its best efforts to cause the Warrant Shares purchased hereunder to be transmitted by the Company’s transfer agent for the Common Stock (the “Transfer Agent”) to the Warrant Holder by crediting the account of the Warrant Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (i) there is an effective registration statement permitting the issuance of the Warrant Shares or resale of the Warrant Shares or (ii) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Warrant Holder in the Election to Purchase by the time and date that is no later than 11:00 am, Eastern time, on the third (3rd) trading day after the latest of (A) the delivery to the Company of a duly executed e-mail attachment the Election to Purchase, (B) surrender of this Warrant (or any New Warrant, as applicable) and (C) payment of the Notice aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and the Warrant Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) having been paid. (e) If the Company fails to cause the Transfer Agent to transmit to the Warrant Holder the Warrant Shares pursuant to Section 4(d) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. (f) With respect to the Registration Statement or the registration statement that is required to be filed pursuant to Section 8(c), the Company shall provide to the Warrant Holder prompt written notice of any time that (i) the Commission has issued a stop order with respect to any such registration statement, (ii) the Commission has otherwise suspended or withdrawn the effectiveness of any such registration statement (iii), the Company has suspended or withdrawn the effectiveness or filing of any such registration statement, or (iv) the Company otherwise fails to comply with its obligations pursuant to Section 8(c) (any of Section 4(f) (i) through (iv), a “Registration Failure”). In the event that a Registration Failure has occurred or is continuing at the time an Election to Purchase is delivered pursuant to Section 4(a) and as a result the Warrant Holder is unable to sell their Warrant Shares, the Company shall pay in cash to the form annexed hereto Warrant Holder or the Warrant Holder’s brokerage firm the difference between (x) the product of (A) the number of Warrant Shares set forth in such Election to Purchase and (B) the closing sale price of the Common Stock on a national securities exchange (a “Trading Market”) within the meaning of Section 6 of the Securities Exchange Act of 1934, as amended (the “Notice of ExerciseExchange Act”), or if the Common Stock is not so listed, the most recent bid price per share of the Common Stock on the quotation system or marketplace on which the Common Stock is so quoted, on the date the Election to Purchase is delivered by the Warrant Holder, and (y) the aggregate Exercise Price that would be payable to exercise the Warrants to purchase the number of Warrant Shares referenced in such Election to Purchase if such exercise were by means of a cash exercise. (g) In addition to any other rights available to the Warrant Holder, if the Company fails to cause the Transfer Agent to transmit to the Warrant Holder the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Warrant Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Warrant Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Warrant Holder of the Warrant Shares which the Warrant Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Warrant Holder the amount, if any, by which (x) the Warrant Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Warrant Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Warrant Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Warrant Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. Within For example, if the earlier Warrant Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Warrant Holder $1,000. The Warrant Holder shall provide the Company written notice indicating the amounts payable to the Warrant Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit the Warrant Hxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (h) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof. (i) The Warrant Holder shall not have the right to exercise this Warrant to the extent that after giving effect to the issuance of Warrant Shares after such exercise as set forth on the applicable Election to Purchase, the Warrant Holder or a person holding through the Warrant Holder (together with the Warrant Holder’s or such person’s Affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)), and any other persons acting as a group together with the Warrant Holder or such person or any of the Warrant Holder’s or such person’s Affiliates), would beneficially own in excess of 4.99% (the “Beneficial Ownership Limitation”) of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a person shall include the number of Warrant Shares that would be owned by that person issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Warrant Shares (i) which would be issuable upon exercise of the remaining, non-exercised Warrant beneficially owned by that person or any of its Affiliates and (ii) underlying any other securities of the Company held by the Warrant Holder or its Affiliates that are exercisable or convertible into Common Stock and subject to a limitation on conversion or exercise that is analogous to the limitation contained in this Section 4(i). Except as set forth in the preceding sentence, for purposes of this Section 4(i), 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 the Warrant Holder that the Company is not representing to the Warrant Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Warrant Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 4(i) applies, the determination of whether this Warrant is exercisable and of the number of Warrant Shares with respect to which this Warrant is exercisable shall be in the sole discretion of the Warrant Holder, and the submission of an Election to Purchase shall be deemed to be the Warrant Holder’s determination of whether this Warrant is exercisable and of the number of Warrant Shares with respect to which this Warrant is exercisable, and the Company shall not have any obligation to verify or confirm the accuracy of such determination and shall not have any liability for any error made by the Warrant Holder or any other person. 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 4(i), in determining the number of outstanding shares of Common Stock, the Warrant Holder or other person may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of the Warrant Holder, the Company shall, within two (2) Trading Days and (ii) trading days, confirm orally or in writing or by e-mail to that person the number of Trading Days comprising shares of Common Stock then outstanding. Upon delivery of a written notice to the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaidCompany, the Warrant Holder shall deliver may from time to time increase or decrease the aggregate Exercise Price Beneficial Ownership Limitation to the Company for the Warrant Shares any other percentage not in excess of 9.99% as specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified such notice, provided that any increase in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall Beneficial Ownership Limitation will not be required to physically surrender this Warrant to the Company effective until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three sixty-first (361st) Trading Days of the date the final Notice of Exercise day after such notice is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following Section 4(i) shall be construed and implemented in a manner otherwise than in strict conformity with the purchase terms of a this Section 4(i) to correct this subsection (or any portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time hereof) which may be less than defective or inconsistent with the amount stated on the face hereofintended beneficial ownership limitation herein contained.

Exercise of Warrants. Subject to Section 2(e)the provisions of the Warrants and this Warrant Agent Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the office of the Warrant Agent, or at the office of its successor as Warrant Agent, the Warrant, the notice of exercise, as set forth in the Warrant, duly executed and properly completed, accompanied such other documentation as the Warrant Agent may reasonably request, and by paying in full, in lawful money of the United States by wire transfer to the Warrant Agent, the Warrant Price for each full Warrant Share as to which the Warrant is exercised and the issuance of the Warrant Shares by the Warrant Agent as set forth in the applicable Warrant. In no event shall the Registered Holder of any Warrant be entitled to “net cash settle” the Warrant. The Warrant Agent will transmit to the Company the funds received from the Registered Holders for the exercise of the purchase rights represented Warrants by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment 5th business day 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) month following the date acceptance 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercisesuch funds. 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. Notwithstanding anything herein to ; provided, however, that in the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all case of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises that involves transfer of this Warrant resulting in purchases ownership, (for purposes of a portion clarity, transfer of the total number ownership shall not include issuance of Warrant Shares available hereunder shall have to the effect Registered Holder of lowering the outstanding number Warrants), or change in the name of the registered holder, the Warrant Agent may reasonably request such other documentations to accompany the Notice of Exercise, including a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. In the event of a cash exercise of the Warrants, the Company hereby instructs the Warrant Agent to record cost basis for newly issued Warrant Shares purchasable hereunder in an amount to be equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofexercise price thereof.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this (a) This Warrant may be made, is exercisable in whole or in part, part at any time or times on or after and from time to time. Such exercise shall be effectuated by submitting to the Initial Exercise Date and on or before the Termination Date Company (either by delivery to the Company of or by facsimile transmission as provided in Section 8 hereof) a completed and duly executed e-mail attachment of the Notice of Exercise (substantially in the form annexed hereto (the “attached to this Warrant) as provided in this paragraph. The date such 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 is faxed to the Company for shall be the “Exercise Date,” provided that the Holder of this Warrant Shares specified in tenders this Warrant Certificate to the applicable Company within five (5) business days thereafter and at the time of such Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in Company has received payment for the applicable Notice of Exerciseshares being purchased. No ink-original The Notice of Exercise shall be requiredexecuted by the Holder of this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, nor shall any medallion guarantee (or other type together with appropriate payment of guarantee or notarization) the Exercise Price for the shares of any Notice of Exercise be required. Notwithstanding anything herein to the contraryCommon Stock purchased, the Holder shall not be required entitled to physically surrender this receive a certificate or certificates for the shares of Common Stock so purchased. The Exercise Price per share of Common Stock for the shares then being exercised shall be payable in cash by wire, certified or official bank check. ) Alternatively, at any time after issuance of the Warrant, the Warrant may also be exercised by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of shares of Common Stock equal to the quotient obtained by dividing [(A-B) multiplied by (X)] by (A), where: (A) = the Market Price (as defined below) of one share of Common Stock on the date that the Holder delivers a complete Notice of Exercise Form to the Company until as provided herein (B) = the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance Price of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, as adjusted; and (X) = the number of Common Stock issuable upon exercise of this Warrant Shares available for purchase hereunder at any given time may be less in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise. (b) The term “Market Price” as of a particular date (the amount stated “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed or quoted on a national securities exchange or Nasdaq (each, a “trading market”), the closing sale price of one share of Common Stock on such exchange on the face last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; (b) if the Common Stock is not then listed or quoted on a trading market and if prices for the Common Stock are then quoted on the OTC Bulletin Board or such similar exchange or association, the closing sale price of one share of Common Stock on the OTC Bulletin Board or such other exchange or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed or quoted on a trading market or quoted on the OTC Bulletin Board or such other exchange or association, the fair market value of one share of Common Stock as of the Valuation Date shall be determined in good faith by the Board of Directors of the Company and the Holder. If the Common Stock is not then listed or quoted on a trading market or quoted on the OTC Bulletin Board or such other exchange or association, the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Holder are unable to agree upon the fair market value in respect of subpart (c) hereof, the Company and the Holder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Holder. Such adjustment shall be made successively whenever such a payment date is fixed.

Exercise of Warrants. Subject to Section 2(e), exercise (a) All or any part of this Warrant shall be exercisable by the purchase rights represented registered Holder in any manner permitted by this Warrant may be made, in whole or in part, at any time or times and from time to time on or after the Initial Exercise Date and on or before the Termination Date Date. (b) The Holder may exercise this Warrant by delivery delivering to the Company of a duly executed e-mail attachment of the Notice of Exercise (i) an exercise notice, in the form annexed attached as Schedule 1 hereto (the “Notice of ExerciseExercise Notice”). Within the earlier of (i) two (2) Trading Days , completed and duly signed, and (ii) payment of the aggregate Exercise Price for the number of Trading Days comprising Warrant Shares as to which this Warrant is being exercised (which may take the Standard Settlement Period form of a “cashless exercise” if so indicated in the Exercise Notice and such “cashless exercise” is permitted pursuant to Section 10 below), and the date on which an Exercise Notice is delivered to the Company (as defined determined in Section 2(d)(iaccordance with the notice provisions hereof) herein) following is an “Exercise Date”. In the date of exercise as aforesaidevent that the aggregate Exercise Price is being paid in cash (a “Cash Exercise”), the Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Exercise Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day following the Exercise Date (the “Exercise Price Delivery Deadline”). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of receipt the Exercise Notice shall have the same effect as cancellation of such noticethe original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Subject to Section 2(e), exercise (a) One-half of the purchase rights represented by this Warrant Warrants may be madeexercised in whole or in part at any time until the Warrant Expiration Date at which time the Warrants shall expire and shall thereafter no longer be exercisable. (b) The other half of the Warrants (the "Restricted Warrants") may be exercised, in whole or in part, until the Warrant Expiration Date, as follows: (i) up to 20% of the Restricted Warrants may be exercised during the one (1) year period commencing on the Closing Date; (ii) up to 40% of the Restricted Warrants (inclusive of any prior exercise under this subsection (b)) may be exercised during the one (1) year period commencing twelve (12) months after the Closing Date; (iii) up to 60% of the Restricted Warrants (inclusive of any prior exercise under this subsection (b)) may be exercised during the one (1) year period commencing twenty-four (24) months after the Closing Date; (iv) up to 80% of the Restricted Warrants (inclusive of any prior exercise under this subsection (b)) may be exercised during the one (1) year period commencing thirty-six (36) months after the Closing Date; and (v) up to 100% of the Restricted Warrants (inclusive of any prior exercise under this subsection (b)) may be exercised during the one (1) year period commencing forty-eight (48) months after the Closing Date; Notwithstanding the foregoing, in any event, the Restricted Warrants may be exercised at the earlier of: (i) the conversion of all or part of the Note into shares of Common Stock, subject to the restrictions set forth below in SECTION 4.1(C); (ii) a Change of Control; or (iii) the payment in full of the Note. (c) If the entire amount of principal and interest due and payable under the Note is converted to Common Stock, all of the Restricted Warrants shall be immediately exercisable in whole or in part at any time until the Warrant Expiration Date. If less than the entire amount of principal and interest due and payable under the Note is converted, a pro-rata portion of the Restricted Warrants based upon the amount of the Note which is converted compared to the total amount of the Note prior to conversion, shall be immediately exercisable in whole or times in part at any time until the Warrant Expiration Date. For example, if fifty percent (50%) of the Note is converted, one half of the Restricted Warrants would be exercisable. (d) The Warrants shall be exercised by presentation of the Warrant Certificate evidencing the Warrants to be exercised, with the form of election to purchase on or after the Initial Exercise Date reverse thereof duly completed and on or before the Termination Date by delivery signed, to the Company of a duly executed e-mail attachment at the offices of the Notice Company as set forth on the signature page of Exercise in the form annexed hereto (the “Notice this Agreement, together with payment 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 Warrant 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which such Warrants are being exercised in lawful money of the effect United States of lowering America; PROVIDED, that, to the outstanding number extent the Warrant Holder exercising such Warrants is also the holder of a Note, such Warrant Shares purchasable hereunder in Holder or Noteholder may elect, by written notice to the Company delivered with such presentation, to elect to pay the applicable Warrant Exercise Price by offsetting the next scheduled payment of such Note by an amount equal to the applicable aggregate Warrant Exercise Price payable in connection with such exercise of Warrants. Upon such presentation, the Company shall issue and cause to be delivered to or upon the written order of the registered Holder of such Warrants and in such name or names as such registered Holder may designate, a certificate or certificates for the aggregate number of Warrant Shares purchasedissued upon such exercise of such Warrants. The Holder and the Company Any Person so designated to be named therein shall maintain records showing the number be deemed to have become holder of record of such Warrant Shares purchased and as of the date of exercise of such purchases. The Company shall deliver any objection Warrants; PROVIDED, that, no Warrant Holder will be permitted to designate that such Warrant Shares be issued to any Notice Person other than such Warrant Holder unless each condition to transfer contained in ARTICLE V hereof which would be applicable to a transfer of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrants or Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofhas been satisfied.

Exercise of Warrants. (a) Subject to the Terms and Conditions (including, without limitation, the limitations set forth in Section 2(e2 of the Warrant and Section 7(c) herein), exercise the Holder of the purchase rights represented by this a Warrant may be madeexercise the Warrant, in whole or in part, at the Holder’s election at any time or times on or after the Initial Exercise Date (as defined in the Warrant) and on or before the Termination Date by delivery to the Company of a duly executed 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 the Warrant). The Holder shall exercise the Warrant, in each case, by delivery of an executed Exercise Notice to the Warrant Agent (or to the Company if the exercise is made pursuant to a cashless exercise pursuant to Section 2(d)(i2(c) hereinof the Warrant) of the Holder’s election to exercise the Warrant and payment of the Exercise Price, which may be made, at the option of the Holder, by check delivered to the Warrant Agent at the office of the Warrant Agent designated for such purpose or to the office of one of its agents as may be designated in writing by the Warrant Agent, or by wire transfer of immediately available funds to the account of the Warrant Agent set forth on Exhibit A hereto. The Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th business day of the following month by wire transfer to an account designated by the date Company. If permitted by the Terms and Conditions (including Section 2(c) of exercise as aforesaidthe Warrant), the Holder shall deliver the aggregate Exercise Price to the Company for of a Warrant may exercise 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullexercise, in which casewhole or in part, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days upon delivery of the date the final an executed Exercise Notice of Exercise is delivered to the Company. Partial exercises Upon receipt of this Warrant resulting in purchases of an Exercise Notice for 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 cashless exercise, the Company shall maintain records showing calculate and transmit to the Warrant Agent within one (1) Business Day (and the Warrant Agent shall have no obligation under this section to calculate) the number of Warrant Shares purchased and issuable in connection with the date of such purchasescashless exercise (the “Cashless Exercise Notification”). The Company Warrant Agent shall deliver any objection have no duty or obligation under this Agreement or the Warrant to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assigneecalculate, by acceptance of this Warrantconfirm, acknowledge and agree that, by reason investigate or verify the accuracy of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereundercorrectness of, the number of Warrant Shares available for purchase hereunder at issuable in connection with any given time exercise hereunder. (b) Upon receipt by the Warrant Agent of the Exercise Notice and the Exercise Price as described in Section 7(a) above, or the Cashless Exercise Notification from the Company, the Warrant Agent shall use reasonable efforts to cause to be delivered the Warrant Shares to or upon the order of the Holder of such Warrant, registered in such name or names as may be less than designated by such Holder by (x) in the amount stated on event of a cash exercise, the face hereofdate that is three (3) Business Days after the latest of (A) the delivery to the Warrant Agent of the properly executed and completed Exercise Notice, (B) surrender of such Warrant by the Holder (if required) and (C) payment of the Exercise Price and other amounts as set forth in such Exercise Notice or in the Terms and Conditions or (y) in the event of a cashless exercise, the date that is three (3) Business Days after the delivery to the Warrant Agent by the Company of the Cashless Exercise Notification (each such date, the “Delivery Date”); provided, however, that the Warrant Agent shall not be liable to the Company or the Holder for any damages arising out of the failure to deliver the Warrant Shares by the Delivery Date to the extent that such failure relates to the acts or omissions of the Company, a Holder or a Holder’s prime broker. Notwithstanding the foregoing, if the Company is then a participant in the Deposit Withdrawal at Custodian (“DWAC”) system of the Depository Trust Company (the “Depository”) and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to and resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise pursuant to the Terms and Conditions, the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository through its DWAC system to the extent the Holder arranges with its broker to initiate delivery through the DWAC system and the Warrant Agent has been duly instructed to deliver the Warrant Shares through the DWAC system. (c) A Holder of a Warrant shall not have the right to exercise any portion of the Warrant to the extent that, after giving effect to such issuance, the Holder (together with the Holder’s affiliates and any other persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Warrant The Warrants may be madeexercised by the Holder, in whole or in partpart (but not as to a fractional share of Common Stock), by surrender of this Warrant Agreement at the principal office of the Company located at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (or such other office or agency of the Company as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books and records of the Company), with the appropriate form attached hereto duly exercised, at any time or times within the period beginning on or after the Initial Exercise date of this Warrant Agreement, which is specified above and ending on that date exactly ten (10) years from the Effective Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto (the “Notice of ExerciseExercise Period”). Within the earlier of ) and (i) two (2) Trading Days and by certified or official bank check or (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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total these Warrants representing that number of Warrant Shares available hereunder shall have the effect unissued shares of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount Common Stock underlying these Warrants which is equal to the applicable quotient obtained by dividing (A) the product obtained by multiplying the Exercise Price by the number of Warrant Shares purchasedshares of such Common Stock being purchased upon such exercise by (B) the difference obtained by subtracting the Exercise Price from the average of the bid and asked prices on the date of exercise (the “Per Share Market Value”) as of the date of such exercise. The In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder of these Warrants specifying the manner of payment thereof and the Company shall maintain records containing a calculation showing the number of Warrant Shares purchased such shares of Common Stock with respect to which rights are being surrendered thereunder and the date net number of shares to be issued after giving effect to such purchasessurrender. The Company agrees that the shares of Common Stock so purchased shall deliver any objection be deemed to any Notice of Exercise within one (1) Trading Day of receipt be issued to the Holder as the record owner of such notice. The Holder and any assignee, by acceptance shares of this Warrant, acknowledge and agree that, by reason Common Stock as of the provisions close of this paragraph, following business on the purchase of a portion of date on which the Warrant Shares hereunder, Agreement shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the number shares of Warrant Shares available for purchase hereunder at any given time may Common Stock so purchased shall be less delivered to the Holder promptly and in no event later than thirty (30) days after the amount stated on the face hereofWarrants shall have been so exercised.

Exercise of Warrants. Subject to Section 2(e), exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto (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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Subject to Section 2(e), exercise (a) All or any part of this Warrant shall be exercisable by the purchase rights represented registered Holder in any manner permitted by this Warrant may be made, in whole or in part, (including Section 11) at any time or times and from time to time on or after the Initial Exercise Date and on or before the Termination Date Date. (b) The Holder may exercise this Warrant by delivery delivering to the Company of a duly executed e-mail attachment of the Notice of Exercise (i) an exercise notice, in the form annexed hereto attached as Schedule 1 (the “Notice of ExerciseExercise Notice”). Within the earlier of (i) two (2) Trading Days , completed and duly signed, and (ii) payment of (x) the Exercise Price for the number of Trading Days comprising Warrant Shares as to which this Warrant is being exercised (the Standard Settlement Period “Number of Warrant Shares”) (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10 below) if this Warrant is being exercised for Warrant Shares, or (y) the aggregate Exercise Price minus the aggregate Pre-Funded Warrant Exercise Price, if this Warrant is being exercised for Pre-Funded Warrants (such number of Pre-Funded Warrants being issued on the exercise of this Warrant, the “Number of Pre-Funded Warrants”, and, with the Number of Warrant Shares, the (“Number of Warrant Securities”) (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10 below), and the date on which the last of such items is delivered to the Company (as defined determined in Section 2(d)(iaccordance with the notice provisions hereof) herein) is an “Exercise Date.” No later than one Trading Day following the date delivery of exercise as aforesaidsuch Exercise Notice, the Holder shall deliver the aggregate Exercise Price to the Company payment of the Exercise Price for the Number of Warrant Shares specified in the applicable Notice of Exercise Securities as to which this Warrant is being exercised by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure procedures specified in Section 2(c) 10 below is then permitted and is specified in the applicable Notice of ExerciseExercise Notice. 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. Notwithstanding anything herein to the contrary, the The Holder shall not be required to physically surrender this deliver the original Warrant in order to the Company until the Holder has purchased all effect an exercise hereunder. Execution and delivery of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Exercise Notice 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 same effect as cancellation of lowering the outstanding number original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining Number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one Securities, if any. (1c) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraphsection, following the purchase of a portion of the Warrant Shares or Pre-Funded Warrants hereunder, the number Number of Warrant Shares Securities available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. (a) Subject to the conditions in Section 2(e)) of each of the Original Warrants, by executing this Agreement, the Company and the Holder hereby agree that the Holder shall be deemed to have exercised the number of Original Warrants set forth on the signature page hereto at the current exercise price per share applicable with respect to such Original Warrants, for aggregate cash proceeds to the Company in the amount set forth on the Holder’s signature page hereto, pursuant to the terms of the Original Warrants. The Holder shall deliver the aggregate cash exercise price for such Original Warrants to the bank account set forth on the Company’s signature page hereto within two Trading Days after the date hereof and the Company shall deliver the Warrant Shares to the Holder via the Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the terms of the Original Warrants, but pursuant to DWAC instructions set forth on the Holder’s signature page hereto. The date of the closing of the exercise of the purchase rights represented by this Warrant may Original Warrants shall be made, in whole or in part, at any time or times on or after referred to as the Initial Exercise Date and on or before the Termination Date by delivery “Closing Date”. Notwithstanding anything to the Company contrary contained herein, if the Holder has exercised all of a duly executed e-mail attachment its Original Warrants on the Closing Date, the provisions of the Notice of Exercise in the form annexed hereto clauses (the “Notice of Exercise”). Within the earlier of (ib) two (2) Trading Days and (iic) of this Section 2.1, and the number last two sentences of Trading Days comprising Section 2.2, shall not apply to the Standard Settlement Period Holder. (b) After the Closing Date, if and whenever the Holder, together with its Attribution Parties (as defined in Section 2(d)(i2(e) hereinof the Original Warrants), can exercise Original Warrants for 2,000,000 Warrant Shares (the "Threshold Amount") following or more in compliance with the date Beneficial Ownership Limitation, the Holder hereby covenants and agrees to promptly exercise for cash the Holder's Attribution Party Pro Rata Percentage (as defined below) of such Threshold Amount of the Original Warrants held by it by delivery of a Notice of Exercise pursuant to the terms and conditions of the applicable Original Warrants. The parties hereto further agree that the Holder may voluntarily exercise as aforesaidfor cash, from time to time, the Original Warrants pursuant to the terms and conditions of the applicable Original Warrants, which exercises shall count toward the number of Original Warrants that are required to be exercised to satisfy the Threshold Amount. With respect to any exercise, the Holder hereby agrees to exercise the Original Warrants, in each case in pro-rata amounts based on the number of October 2016 Warrants and July 2016 Warrants held by the Holder at the time of any exercise (e.g., if the Holder holds 2,500,000 October 2016 Warrants and 5,000,000 July 2016 Warrants, and the Holder is required to exercise, or elects to exercise, 2,400,000 Original Warrants, the Holder shall deliver exercise 800,000 October 2016 Warrants and 1,600,000 July 2000 Xxxxxxxx). As used herein "Attribution Party Pro Rata Percentage" means the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Notice of Exercise percentage calculated by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(cdividing (i) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have Original Warrants held by the effect of lowering Holder, by (ii) the outstanding total number of Warrant Shares purchasable hereunder in an amount equal Original Warrants held by the Holder and its Attribution Parties. (c) In addition to the foregoing, subject to the Holder's ability to exercise Original Warrants in compliance with the Beneficial Ownership Limitations (as defined in and as set forth in Section 2(e) of each of the Original Warrants held by the Holder), on August 21, 2017, the Holder agrees to exercise for cash as many Original Warrants as it can exercise still be in compliance with the Beneficial Ownership Limitations contained in the Original Warrants pursuant to the terms and conditions of the applicable number of Warrant Shares purchasedOriginal Warrants. The Holder and If any Original Warrants remain unexercised after August 21, 2017, on the Company shall maintain records showing the number of Warrant Shares purchased and the date thirty day anniversary of such purchasesdate, the Holder agrees to exercise for cash as many Original Warrants as it can receive upon such exercise and still be in compliance with the Beneficial Ownership Limitations contained in the Original Warrants pursuant to the terms and conditions of the applicable Original Warrants. The Company Any exercises pursuant to this clause (c) shall deliver be done in accordance with the provisions set forth in the Original Warrants and consistent with the last two sentences of clause (b) above. While any objection Original Warrants are held by the Holder, the Holder covenants and agrees not to purchase any Notice shares of Exercise within one (1) Trading Day Common Stock of receipt the Company, other than pursuant to exercises of such noticeOriginal Warrants. The Holder and any assignee, by acceptance During the term of this WarrantAgreement, acknowledge and agree that, by reason the Holder agrees not to transfer any of the provisions of Original Warrants other to transferees who assume the obligations under this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofAgreement.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Warrant (a) The Warrants may be made, exercised in whole or in part, at any time or times on or after from time to time, during the Initial Exercise Date Period, by presentation and on or before the Termination Date by delivery surrender to the Company at its address set forth in SECTION 8 of this Warrant Certificate (or the delivery of a customary affidavit of loss with indemnity) with the Election To Exercise, attached hereto as EXHIBIT A duly executed e-mail attachment completed and executed, and (i) payment in full of the Notice Exercise Price, for the number of Warrants being exercised by wire transfer in immediately available funds, bank draft or cashier's check, or (ii) without payment of any additional consideration through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); in a Cashless Exercise, the holder shall exchange each Warrant subject to a Cashless Exercise in for that number of Warrant Shares determined by multiplying the form annexed hereto number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the “Notice Price (for the trading day preceding such presentation and surrender), and (y) the Exercise Price for each such Warrant, and the denominator of Exercise”which shall be the Price (for the trading day preceding such presentation and surrender). Within ; and the earlier Election to Exercise shall set forth the calculation upon which the Cashless Exercise is based, or (iii) a combination of (i) two (2) Trading Days and (ii) above. 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 Trading Days comprising Warrants originally represented by this Warrant Certificate less the Standard Settlement Period (as defined in Section 2(d)(i) herein) following number of Warrants previously exercised. Likewise, upon the date presentation and surrender of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price this Warrant Certificate to the Company at its address set forth in SECTION 8 and at the request of the holder, the Company will, without expense, at the option of the holder, issue to the holder 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 Shares specified 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 applicable Notice foregoing provisions, the Company shall transfer to the holder of Exercise by wire transfer or cashier’s check drawn on a United States bank unless this Warrant Certificate appropriate evidence of ownership of the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice shares of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (Common Stock or other type securities or property (including any money) to which the holder is entitled, registered or otherwise placed in, or payable to the order of, the name or names of guarantee the holder or notarizationsuch transferee as may be directed in writing by the holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any Notice fraction of Exercise be required. Notwithstanding anything herein to the contrary, the Holder a share. (d) The Company shall not be required to physically surrender this issue a fractional share of Common Stock upon the exercise of Warrants. As to any fraction of a share which the Warrant holder would otherwise be entitled to purchase upon such exercise, the Company until the Holder has purchased all may pay a cash adjustment in respect of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder such fraction in an amount equal to the applicable number same fraction of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number Price per share of Warrant Shares purchased and Common Stock on the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofexercise.

Exercise of Warrants. Subject (a) The Warrants may be exercised from time to Section 2(e), exercise time and in full or in part by the Holder thereof by surrender of the purchase rights represented Warrants, with the Election to Purchase provided for in the Warrants duly executed by this Warrant may be madethe Holder, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment at its offices at 4403 Xxxxx Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000, xx at such other office or agency as the Company may from time to time designate in writing to each Holder, accompanied by payment, in cash or by cashier's check payable to the order of the Notice of Exercise Company or as provided in Section 4(c), 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 amount obtained by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing multiplying the number of Warrant Shares purchased and designated by the date Holder in the Election to Purchase by the Exercise Price per share. Exercise of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Warrant will constitute an acknowledgment by the purchasing Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion that it will not dispose of the Warrant Shares hereunderacquired upon exercise except in compliance with Section 3(b) hereof and the Securities Act. Upon any partial exercise of the Warrants, the Company at its expense will forthwith issue and deliver to the purchasing Holder a new Warrant, in the name of the Holder and for the number of Warrant Shares available equal to the number of shares called for purchase hereunder at by the surrendered Warrant (after giving effect to any given time may be less than adjustment therein as provided in Section 6 below) minus the amount stated number of such Warrant Shares (after giving effect to such adjustment) purchased by the Holder pursuant to that partial exercise. (b) Holders of Warrants have no rights of share ownership until they exercise their Warrants. On the date of any exercise of any Warrants (except that if, on that date, the stock transfer books of the Company are closed, in which case on the face next succeeding date on which such stock transfer books are open), each Holder exercising the Warrants will be deemed to have become, and thereafter will be considered, a holder of record of the shares of Common Stock purchased upon such exercise for all purposes. The Company will, at the time of any exercise of any Warrant, upon the request of the Holder thereof, acknowledge in writing its continuing obligation to afford to that Holder any rights (including without limitation any right to registration of the Warrant Shares issued upon such exercise) to which the Holder continues to be entitled after such exercise in accordance with the provisions of this Agreement; provided that if the Holder of a Warrant fails to make any such request, the failure will not affect the continuing obligation of the Company to afford those rights to the Holder. (c) Notwithstanding anything to the contrary contained in this Section 4, any Holder may elect to exercise any Warrant in whole or in part by receiving shares of Common 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 4(a) above, together with notice of such election, specifying the part of the Warrant so surrendered, in

Exercise of Warrants. Subject to Section 2(e), exercise (a) All or any part of this Warrant shall be exercisable by the purchase rights represented registered Holder in any manner permitted by this Warrant may be made, in whole or in part, at any time or times and from time to time on or after the Initial Exercise Original Issue Date and on or before the Termination Date Expiration Date. The Company shall provide written notice to each Holder within one Business Day of the Topline Data Announcement. (b) The Holder may exercise this Warrant by delivery delivering to the Company of a duly executed e-mail attachment of the Notice of Exercise (i) an exercise notice, in the form annexed hereto attached as Schedule 2 (the “Notice of ExerciseExercise Notice”). Within the earlier of (i) two (2) Trading Days , completed and duly signed, and (ii) payment of (x) the Exercise Price for the number of Trading Days comprising the Standard Settlement Period Warrant Shares as to which this Warrant is being exercised if this Warrant is being exercised for Warrant Shares, or (as defined in Section 2(d)(iy) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price minus the aggregate Pre-Funded Warrant Exercise Price, if this Warrant is being exercised for Pre-Funded Warrants (which, in either (x) or (y), if permitted under Section 10 below, may take the form of a “cashless exercise” if so indicated in the Exercise Notice), and the date on which the last of such items is delivered to the Company for (as determined in accordance with the Warrant Shares specified in the applicable Notice of notice provisions hereof) is an “Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Date.” The Holder shall not be required to physically surrender this deliver the original Warrant in order to the Company until the Holder has purchased all effect an exercise hereunder. Execution and delivery of the Warrant Shares available hereunder and Exercise Notice shall have the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for same effect as cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this original Warrant resulting in purchases and issuance of a portion of New Warrant evidencing the total right to purchase the remaining number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one or Pre-Funded Warrants, if any. (1c) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraphsection, following the purchase of a portion of the Warrant Shares or Pre-Funded Warrants hereunder, the number of Warrant Shares or Pre-Funded Warrants available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. (a) Subject to Section 2(ethe terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing on the date of this Agreement and until 5:00 p.m., New York City time on the tenth (10th) anniversary of the original issue date of the Warrants (the “Exercise Period”), to purchase from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to purchase upon exercise of the purchase rights represented by this its Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery payment to the Company of a duly executed 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 Price (as defined in Section 2(d)(i4(c) hereinhereof) following per Warrant Share then in effect. In the date alternative, a Warrant Holder may exercise its right, during the Exercise Period, to purchase Warrant Shares on a net basis, such that, without the exchange of any funds, such holder purchases that number of Warrant Shares otherwise issuable (or purchasable) upon exercise of its Warrant less that number of Warrant Shares having a Current Market Price (as defined in Section 8(h) hereof) at the time of exercise as aforesaid, the Holder shall deliver equal to the aggregate Exercise Price that would otherwise have been paid by such holder upon the exercise of such Warrant. (b) No fractional shares shall be issued upon the exercise of a Warrant (or any portion thereof). All Warrant Shares (including fractions thereof) issuable upon exercise of a Warrant (or fraction thereof) by a holder thereof shall be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after the aforementioned aggregation, the exercise would result in the issuance of a fraction of a share of Common Stock, the Company shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the Current Market Price, multiplied by such fraction on the date of exercise. (c) A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 15 hereof) the Warrant Shares specified in Certificate(s) evidencing such Warrant to be exercised with the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to in the contraryform attached hereto as Exhibit B duly filled in and signed, the Holder shall not be required to physically surrender this Warrant and upon payment to the Company until of the Holder has purchased exercise price per Warrant Share (the “Exercise Price”) which is set forth in the Warrant Certificate, subject to adjustment pursuant to Section 8 hereof, for the number of Warrant Shares in respect of which such Warrant is then exercised, which exercise notice shall be irrevocable subject to Section 4(f) hereof. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company or wire transfer in immediately available funds to such account as shall be designated by the Company or (ii) in the manner provided in Section 4(a) hereof. (d) Upon such surrender of a Warrant Certificate and payment of the aggregate Exercise Price by the holder thereof, the Company shall issue and cause to be delivered within three (3) Business Days (as defined in the Credit Agreement) to or upon the written order of the holder and, subject to compliance with Section 3 hereof, in such name or names as the holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrant. Subject to Sections 3(a) and 5 hereof, in the event the name or names so designated are not that of the holder, such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the exercise of such Warrant and payment of the Exercise Price. (e) Each Warrant shall be exercisable, at the election of the holder thereof subject to the terms and conditions of this Agreement, either in full or from time to time in part and, in the event that a Warrant is exercised in respect of fewer than all of the Warrant Shares available hereunder and issuable on such exercise at any time prior to the Expiration Date (as defined in Section 4(h) hereof), the Company shall, at the time of delivery of such certificate, deliver to such holder a new Warrant (evidenced by the appropriate new Warrant Certificate) with respect to the unexercised Warrant Shares, which new Warrant shall in all other respects be identical with the Warrant has been exercised, or, at the request of such holder, appropriate notation may be made on the Warrant exercised and such Warrant shall be returned to such holder. (f) Each Warrant shall also be conditionally exercisable, at the election of the holder thereof subject to the terms and conditions of this Agreement, so that if the Warrant Holder exercises the Warrant in fullcontemplation of the consummation of a transaction described in any of clauses (i) - (iv) of Section 11(b) hereof and such transaction is not consummated, the holder of such Warrant may elect to revoke such exercise, in which case, the Holder case such Warrant shall surrender this be deemed not to have been so exercised. (g) Any Warrant to the Company for cancellation within three (3) Trading Days Certificate surrendered upon exercise of the date the final Notice a Warrant shall be cancelled and disposed of Exercise is delivered to by the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice keep copies of Exercise within one (1) Trading Day of receipt of such notice. The Holder this Agreement and any assignee, notices given or received hereunder available for inspection by acceptance the holders during normal business hours at its offices. (h) To the extent any portion of this Warrant, acknowledge and agree that, by reason a Warrant remains unexercised at the end of the provisions of this paragraphExercise Period (the “Expiration Date”), following the purchase of a such portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofshall become null and void.

Exercise of Warrants. 5.1 Subject to Section 2(e)the Terms and Conditions, the Holder of a Warrant may exercise the Warrant at any time on or after the Separation Date (or if the Exercise Price of the purchase rights represented by this Warrant is being paid in cash only, then any time or time on or after the 30th day after the Issuance Date) in whole or in part, at the option of the Holder, upon delivery of an executed Exercise Notice and payment of the Exercise Price, which may be made, at the option of the Holder, by cash delivered to the Warrant Agent at the principal office of the Warrant Agent in Denver, CO or to the office of one of its agents as may be designated in writing by the Warrant Agent, or by wire transfer of funds to the account of the Warrant Agent set forth on Schedule A to the Terms and Conditions. Only if then permitted by the Terms and Conditions, the Holder of a Warrant may exercise the Warrant by cashless exercise, in whole or in part, at any time or times on or after the Initial upon delivery of an executed Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises Upon receipt of this Warrant resulting in purchases of an Exercise Notice for 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 cashless exercise, the Company shall maintain records showing calculate and transmit to the Warrant Agent within one (1) Business Day (and the Warrant Agent shall have no obligation under this section to calculate) the number of Warrant Shares purchased issuable in connection with the cashless exercise (the “Cashless Exercise Notification”). 5.2 Upon receipt by the Warrant Agent of the Exercise Notice and the date Exercise Price as described in Section 5.1 above, or the Cashless Exercise Notification from the Company, the Warrant Agent shall use reasonable efforts to cause to be delivered the Warrant Shares to or upon the order of the Holder of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree thatregistered in such name or names as may be designated by such Holder by (x) in the event of a cash exercise, by reason the date that is three (3) Business Days after the latest of (A) the delivery to the Warrant Agent of the provisions properly executed and completed Exercise Notice, and (B) payment of this paragraph, following the purchase Exercise Price and other amounts as set forth in such Exercise Notice or in the Terms and Conditions or (y) in the event of a portion cashless exercise, the date that is two (2) Business Days after the delivery to the Warrant Agent by the Company of the Cashless Exercise Notification (each such date, the “Warrant Share Delivery Date”); provided, however, that the Warrant Agent shall not be liable to the Company or the Holder for any damages arising out of the failure to deliver the Warrant Shares by the Warrant Share Delivery Date to the extent that such failure relates to the acts or omissions of the Company, a Holder or a Holder’s prime broker. Notwithstanding the foregoing, if the Company is then a participant in the Deposit Withdrawal at Custodian (“DWAC”) system of the Depository Trust Company (“DTC”) and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares hereunderto and resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise pursuant to the Terms and Conditions, the number of certificates for Warrant Shares available for purchase hereunder at any given time may shall be less than transmitted by the amount stated on Warrant Agent to the face hereofHolder by crediting the account of the Holder’s prime broker with the DTC through its DWAC system to the extent the Holder arranges with its broker to initiate delivery through the DWAC system and the Warrant Agent has been duly instructed to deliver the Warrant Shares through the DWAC system.

Exercise of Warrants. Subject to Section 2(e)Paragraph 3 and the other provisions of this Warrant, exercise of the purchase rights represented by this Warrant may be madeexercised by (i) surrender of this Warrant (with the purchase form at the end hereof properly executed) at the principal executive office of the Company (or such other office or agency of the Company as the Company may designate by notice in writing to Holder at the address of Holder appearing on the books of the Company); (ii) payment to the Company of the Purchase Price for the number of shares specified in the above-mentioned purchase form together with applicable stock transfer taxes, in whole or in part, at any time or times on or after the Initial Exercise Date if any; and on or before the Termination Date by (iii) delivery to the Company of a duly executed e-mail attachment of the Notice of Exercise statement by Holder (in the a 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 acceptable to the Company and its counsel) that such shares are being acquired by Holder for investment and not with a view to their distribution or resale except a sale pursuant to the Registration Statement. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date the Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 4, and the person or persons in whose name or names the certificates for Warrant Shares shall be issuable upon such exercise shall become the holder or holders of record of such Warrant Shares at that time and date. The certificates 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise so purchased shall be requireddelivered to Holder within a reasonable time, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within exceeding three (3) Trading Days business days, after the rights represented by this Warrant shall have been so exercised. If the Warrant is exercised prior to the effective date of a registration statement to be filed by the Company under the terms of the date Registration Rights Agreement entered into between 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 in connection with the Offering (the "Registration Rights Agreement"), the Warrant Shares shall maintain records showing bear a legend substantially similar to the following restrictive legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. If fewer than all of the Warrants represented by this Warrant are exercised, this Warrant shall be surrendered and, subject to the provisions as provided herein, a new Warrant of the same tenor and for the number of Warrant Shares purchased Warrants that were not exercised shall be signed by the Company and delivered by the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following person or persons entitled to receive the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofsame.

Exercise of Warrants. Subject [During] [With respect to -------------------- Warrants evidenced by Warrant Certificates in registered form, during] the period specified in Section 2(e2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the reverse side of the Warrant Certificates evidencing such Warrants and by paying in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), exercise of the purchase rights represented by this Warrant may be madeif any, in whole or in part, at any time or times on or respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Initial Exercise Regular Record Date and (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the Termination immediately succeeding Interest Payment Date by delivery for such Warrant Securities, in which event no such accrued interest shall be payable)) to the Company Warrant Agent at its corporate trust office at [address] [or at _____________], provided that such exercise is subject to receipt within five business days of a duly executed e-mail attachment such [payment] [wire transfer] by the Warrant Agent of the Notice of Exercise in Warrant Certificate evidencing each Warrant exercised with the form annexed hereto (of election to purchase Warrant Securities set forth on the “Notice reverse side of Exercise”)the Warrant Certificate properly completed and duly executed. Within [With respect to Warrants evidenced by the earlier Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) two the Global Warrant Certificate [2: together with, if prior to the Detachable Date, the Temporary Global Security] (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate [1: is] [2: and, if prior to the Detachable Date, the Temporary Global Security are] held by the Euro-clear Operator and CEDEL and will be duly endorsed to reflect the exercise of Warrants [2: and, if prior to the Detachable Date, the surrender to the Warrant Agent of the Offered Securities to which the Warrants are attached] by the Euro-clear Operator and CEDEL), (ii) Trading Days a duly executed certification from the Euro-clear Operator or CEDEL, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euro-clear Operator or CEDEL through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euro-clear Operator or CEDEL of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euro-clear Operator or CEDEL, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate [2: and, if prior to the Detachable Date, the Temporary Global Security] may be presented for exercise of the Warrants represented thereby [2: and, if prior to the Detachable Date, for surrender for cancellation of the Offered Securities to which such Warrants are attached] and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate [2: and, if required, the Temporary Global Security] and the certification of the Euro-clear Operator or CEDEL] as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Common Depositary at [both] its London [and location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euro-clear Operator or CEDEL, as the case may be,] with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants [2: and the Temporary Global Security to reflect the surrender for cancellation of the Offered Securities to which such Warrants are attached] and, if applicable, return the Global Warrant Certificate [2: and the Temporary Global Security] to the Common Depositary or to its order.] As soon as practicable after the exercise of any Warrant [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant, the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing the number of Trading Days comprising such Warrants remaining unexercised. [As soon as practicable after the Standard Settlement Period (exercise of any Warrant evidenced by the Global Warrant Certificate, but, in the case of any Warrant Securities to be issued in bearer form as defined provided in Section 2(d)(i) herein) following this sentence, on the date of exercise as aforesaidthe applicable certification of the Euro-clear Operator or CEDEL referred to in the second paragraph of this Section 2.03, the Holder Company shall deliver the aggregate Exercise Price issue, pursuant to the Company Indenture, the Warrant Securities issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euro-clear Operator or CEDEL, as the case may be, to or upon order of the Euro-clear Operator or CEDEL, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euro- clear Operator or CEDEL, as the case may be; provided, however, that no Warrant Shares specified -------- ------- Security in bearer form shall be mailed or otherwise delivered to any location in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless of America, its territories or possessions or areas subject to its jurisdiction or the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice Commonwealth of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder Puerto Rico.] The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the Company until the Holder has purchased all issuance of the Warrant Shares available hereunder 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 exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of 's satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Corporation (i) the Warrant Certificate evidencing the Warrants to be exercised, (ii) an election to purchase the Class A Common Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the Holder on the reverse of the Warrant Certificate, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate, (B) the Election to Purchase, or (C) the Exercise Price therefor (unless the Holder has requested net cash settlement of such Warrants pursuant to Section 2(e2.03(c) of this Agreement), is received by the Corporation after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Corporation will be returned to the Holder as soon as practicable. In no event will interest accrue on funds deposited with the Corporation in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Corporation in its sole discretion and such determination will be final and binding upon the Holder and the Corporation. The Corporation shall inform a Holder promptly of the invalidity of any exercise of Warrants. (b) The Corporation shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant, execute, issue and deliver to the Holder, the Class A Common Shares to which such Holder is entitled, fully registered in the stock ledger and transfer books of the Corporation, registered in such name or names as may be directed by such Holder. (c) Notwithstanding the foregoing, the Corporation shall not be obligated to deliver any Class A Common Shares pursuant to the exercise of a Warrant and shall have no obligation to settle the Warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Class A Common Shares underlying the Warrants is effective and a prospectus is available for delivery by the Corporation, subject to the Corporation satisfying its obligations under the registration rights agreement dated of even date herewith to use its best efforts. In the event that a registration statement with respect to the Class A Common Shares underlying a Warrant is not effective under the Securities Act or a prospectus is not available for delivery by the Corporation, the holder of such Warrant shall not be entitled to exercise such Warrant. At the request of a Holder, the Corporation shall be required to net cash settle a Warrant exercise as follows: the Corporation shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Class A Common Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Common Shares underlying the Warrants being exercised, multiplied by the difference between the Fair Market Value and the Exercise Price by (y) the Fair Market Value. However, net cash settlement is not available unless the Fair Market Value exceeds the Exercise Price. As used herein, the term “Fair Market Value” shall mean the average reported last sale price of the Corporation’s common stock, par value $.0001 per share, for the ten (10) trading days ending on the third Business Day prior to the exercise of the purchase rights represented by this Warrant Warrant. Warrants may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender exercised by, or Class A Common Shares issued to, any registered holder in any state in which such exercise would be unlawful. As a result of this Warrant to the Company until the Holder has purchased subsection 2.03(c) any or all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time Warrants may be less than the amount stated on the face hereofexpire unexercised.

Exercise of Warrants. Subject (a) Each Warrant entitles the registered owner to Section 2(e)exercise an option to purchase, at an exercise price of the purchase rights represented U.S. $[U.S. $[o], U.S. $[o] of [o] [indicate type of securities]. (b) The Warrants evidenced by this a Warrant Certificate may be made, exercised in whole or in partpart not earlier than [9:00 A.M., New York City time,] on [o] and [not later than 5:00 P.M., New York City time,] on [o]. If a Warrant is not exercised at or before [5:00 P.M., New York City time,] on [o], it shall become void, and all rights of the holder under Warrants and under this Agreement shall cease. [No fewer than one Warrant may be exercised per Warrant Exercise Notice (as defined below) and no fractional Warrants may be exercised.] (c) During the period specified in Section 3(b), a Warrant, if the Warrant Certificate evidencing the same shall have been countersigned by the Warrant Agent, may be exercised by the holder thereof by (1) providing written notice of such election ("Warrant Exercise Notice") to exercise the Warrant to the Warrant Agent at [o], "Attention: Alcan Inc. Warrant Exercise", or to such other address as shall be notified in accordance with the immediately following paragraph, by hand or by facsimile, no later than [noon, New York City time,] on [o], which Warrant Exercise Notice shall be in the form of an election to purchase [o] [indicate type of securities] substantially in the form set forth in Exhibit B hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by or through persons that are direct participants in The Depository Trust Company ("DTC"); (ii) delivering, no later than [noon, New York City time,] on the Warrant Exercise Date, such Warrants to the Warrant Agent by book--entry transfer through the facilities of DTC or by delivering, no later than [noon, New York City time,] on [o], the Warrant Certificates evidencing such Warrants to the Warrant Agent if Warrant Certificates in definitive form have been issued and delivered pursuant to Section 7; and (iii) for each Warrant exercised, paying in full, in lawful money of the United States of America, by bank wire transfer in immediately available funds [add electronic payment details] no later than [11:00 A.M., New York City time] on [o] (the "Settlement Date"), the exercise price of U.S. $[o]. Any exercise of a Warrant pursuant to the terms of this paragraph (c) shall be irrevocable and shall constitute a binding agreement between the Warrant holder and the Company, enforceable in accordance with its terms. (d) Not less than 20 days before the start of the period specified in Section 3(b), the Warrant Agent shall notify DTC of (x) the Warrant Agent's account at DTC to which the Warrants must be delivered on the Warrant Exercise Date and (y) the address, phone number and facsimile number where holders of the Warrants can contact the Warrant Agent to which Warrant Exercise Notices are to be submitted. (e) Approximately two weeks before the start of the period specified in Section 3(b), the Warrant Agent shall notify holders (through the clearing system) of (1) the Warrant Agent's account at DTC to which holders must deliver Warrants on the Warrant Exercise Date, (2) the Warrant exercise procedures of DTC and (3) the address, telephone number and facsimile number where holders can contact the Warrant Agent and to which holders must submit Warrant Exercise Notices if they decide to exercise their Warrants. At such time, the Warrant Agent shall also provide then holders with a Warrant Exercise Notice and the pertinent instructions as to how to exercise their Warrants. (f) [Further, at any time until the start of the period specified in Section 3(b), the Warrant Agent shall provide [o] (the "Dealer Manager"), which has been appointed by the Company as dealer manager to solicit holders of Warrants to exercise the Warrants, such information regarding the registered owners of the Warrants as the Dealer Manager may reasonably request and is reasonably available to the Warrant Agent, including a list of all registered owners of the Warrants known to the Warrant Agent.] (g) The Warrant Agent shall: (i) examine all Warrant Exercise Notices and all other documents delivered to it by or times on behalf of holders as contemplated by the Warrant Certificates to ascertain whether, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the terms of the Warrant Certificates; (ii) determine whether the exercising Warrant holder has delivered the related Warrants to the Warrant Agent's account at DTC. In each case where a Warrant Exercise Notice or after other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the Initial exercise of the Warrants exists, the Warrant Agent will 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. Except to the extent provided in the immediately preceding sentence, the Warrant Agent shall be under no duty to give notice to any person of any irregularities in Warrant Exercise Date Notices, delivery of Warrants or any other document completed or executed in connection therewith nor shall it incur any liability for failure to give such notice; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent's account; (iv) advise the Company (i) no later than [noon, New York City time, on the first New York business day following the expiration of the period specified in Section 3(b),] of receipt of any Warrant Exercise Notices and the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (ii) no later than [noon, New York City time, on the second New York business day, as applicable, following the expiration of the period specified in Section 3(b),] of the instructions with respect to delivery of the [o] [indicate type of securities] deliverable upon such exercise, subject to timely receipt from DTC of the necessary information, and (iii) of such other information as the Company shall reasonably require; (v) notify, by such time as necessary to ensure a prompt closing, DTC, with a copy to the Company, each account at DTC to be credited with [o] [indicate type of securities] and the amount thereof to be credited to each such account; and (vi) subject to [o] [indicate type of securities] being made available to the Warrant Agent by or before on behalf of the Termination Date by Company for delivery to accounts within DTC, liaise with DTC and endeavor to effect such delivery to the Company relevant accounts at DTC in accordance with its requirements. (h) All questions as to the validity, form and sufficiency (including time of receipt) of a duly executed e-mail attachment Warrant exercise will be determined by the Company in its sole discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any and all Warrant Exercise Notices not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”)Company, be unlawful. 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 aforesaidMoreover, the Holder shall deliver Company reserves the aggregate Exercise Price absolute right to waive any of the conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise of Warrants. None of the Company for and 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise Agent shall be requiredunder any duty to give notice to the holders of the Warrants of any irregularities in any exercise of Warrants, nor shall any medallion guarantee of them incur any liability for the failure to give such notice. (or other type of guarantee or notarizationi) As soon as practicable after the exercise of any Notice of Exercise be required. Notwithstanding anything herein to Warrant, but in no event later than [9:00 A.M., New York City time,] on the contrarySettlement Date, the Holder Company shall not be required issue, or otherwise deliver, in authorized denominations to physically surrender this Warrant to or upon the Company until order of the Holder has purchased all holder of the Warrant Shares available hereunder and Certificates evidencing such Warrants, by same--day credit to such holder's account at DTC or to the Warrant has been exercised account of a participant in fullDTC, in each case designated by such holder, or by the direct participant in DTC, through which casesuch holder is acting, in its Warrant Exercise Notice, the Holder shall surrender this Warrant [o] [indicate type of securities] to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise which such holder is delivered to the Company. Partial exercises of this Warrant resulting entitled, 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 fully registered form, registered in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time name or names as may be less than the amount stated on the face hereofdirected by such holder or such participant.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may be exercised on only one date: the Expiration Date] to Section 2(ethe Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are to be issued in Book-Entry form: and, in the case of a Global Warrant Certificate, the Warrants to be exercised (the "Book-Entry Warrants") free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time,] (ii) an election to purchase the Warrant Securities ("Election to Purchase"), properly completed and executed by the Holder on the reverse of the Warrant Certificate [If Warrants are to be issued in Book-Entry form: or, in the case of a Global Warrant Certificate, properly executed by the Participant and substantially in the form included on the reverse of each Warrant Certificate,] and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the Xxxxxx Xxxxxx xx Xxxxxxx by certified or official bank check or by bank wire transfer in immediately available funds. If any of (a) the Warrant Certificate [If Warrants are to be issued in Book-Entry form: or the Book-Entry Warrants,] (b) the Election to Purchase, or (c) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder [If Warrants are to be issued in Book-Entry form: or Participant, as the case may be,] as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which funds for the exercise of the purchase rights represented by this Warrants are received of the amount so deposited to its account. The Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall, by 11:00 A.M. on the Business Day following the [Unless Warrants may be exercised on only one date: Exercise Date of a duly executed e-mail attachment of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], advise the Notice of Exercise Company and the [Trustee under the Indenture applicable to] [the transfer agent and registrar in respect of] the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) Warrant Securities issuable upon such exercise as to the number of Trading Days comprising Warrants exercised in accordance with the Standard Settlement Period terms and conditions of this Agreement, the instructions of each Holder [If Warrants are to be issued in Book-entry Form: or Participant, as the case may be,] with respect to delivery of the Warrant Securities issuable upon such exercise, and the delivery of definitive Warrant Certificates [If Warrants are to be issued in Book-Entry form: or one or more Global Warrant Certificates, as appropriate,] evidencing the balance, if any, of the Warrants remaining after such exercise, and such other information as the Company or such [Trustee] [transfer agent and registrar] shall reasonably require. (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], execute, issue and deliver to the Warrant Agent, [pursuant to the Indenture applicable to the Warrant Securities, the Warrant Securities, duly authenticated by the Trustee of such Indenture and in authorized denominations] [the Warrant Securities] to which such Holder is entitled, in fully registered form, registered in such name or names as defined may be directed by such Holder [If Warrants are to be issued in Book-Entry form: or the Participant, as the case may be]. Upon receipt of such Warrant Securities, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding [Unless Warrants may be exercised on only one date: such Exercise Date] [If Warrants may be exercised on only one date: the Expiration Date], transmit such Warrant Securities, to or upon the order of the Holder [If Warrants are to be issued in Book-Entry form: or Participant, as the case may be,] together with, or preceded by the prospectus referred to in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price 5.06 hereof. The Company agrees that it will provide such information and documents to the Company Warrant Agent as may be necessary for the Warrant Shares specified in Agent to fulfill its obligations hereunder. (d) The accrual of [interest] [dividends], if any, on the Warrant Securities issued upon the valid exercise of any Warrant will be governed by the terms of the applicable Notice [Indenture] [articles of Exercise amendment] and such Warrant Securities. From and after the issuance of such Warrant Securities, the former Holder of the Warrants exercised will be entitled to the benefits of the [Indenture] [articles of amendment] under which such Warrant Securities are issued and such former Holder's right to receive payments of [principal of (and premium, if any) and interest, if any, on] [dividends and any other amounts payable in respect of] the Warrant Securities shall be governed by, and shall be subject to, the terms and provisions of such [Indenture] [articles of amendment] and the Warrant Securities. (e) Warrants may be exercised only in whole numbers of Warrants. [Unless Warrants may be exercised on only one date: If fewer than all of the Warrants evidenced by wire transfer or cashier’s check drawn on a United States bank unless Warrant Certificate are exercised, a new Warrant Certificate for the cashless exercise procedure specified number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2(c) below is then permitted 1.02 hereof, and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein delivered to the contrary, Holder at the Holder address specified on the books of the Warrant Agent or as otherwise specified by such Holder.] (f) The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the Company until the Holder has purchased all issue of the Warrant Shares available hereunder Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Securities until such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of 's satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to Section 2(ethe Warrant Agent at its office designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, and, in the case of a Book-Entry Warrant Certificate or Warrant Certificates, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly executed by the Participant and substantially in the form included on the reverse of each Warrant Certificate, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall reasonably endeavor to advise the Company at the end of each day on which funds for the exercise of the purchase rights represented Warrants are received of the amount so deposited to its account. (b) The Warrant Agent shall, by this Warrant may be made, in whole or in part, at any time or times 11:00 A.M. on or after the Initial Business Day following the Exercise Date and on or before the Termination Date by delivery of any Warrant, reasonably endeavor to advise the Company of a duly executed e-mail attachment and the transfer agent and registrar in respect 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) Shares issuable upon such exercise as to the number of Trading Days comprising Warrants exercised in accordance with the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date terms and conditions of exercise as aforesaidthis Agreement, the instructions of each Holder shall deliver or Participant, as the aggregate Exercise Price case may be, with respect to delivery of the Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates or one or more Book-Entry Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, and, to the extent the Warrant Agent is in possession of it, such other information as the Company or such transfer agent and registrar shall reasonably require. (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant, execute, issue and deliver to the Warrant Agent, the Shares to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares, to or upon the order of the Holder or Participant, as the case may be. The Company agrees that it will provide such information and documents to the Warrant Agent as may be necessary for the Warrant Agent to fulfill its obligations hereunder. (d) The accrual of dividends, if any, on the Shares specified issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former Holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable Notice to such Shares. (e) Warrants may be exercised only in whole numbers of Exercise Warrants. If fewer than all of the Warrants evidenced by wire transfer or cashier’s check drawn on a United States bank unless Warrant Certificate are exercised, a new Warrant Certificate for the cashless exercise procedure specified number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2(c) below is then permitted 1.02 hereof, and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein delivered to the contrary, Holder at the Holder address specified on the books of the Warrant Agent or as otherwise specified by such Holder. (f) The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Shares until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this ’s and Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of Agent’s satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. Subject to Section 2(e), exercise a. Exercise of the purchase rights represented by this Warrant may shall be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by made upon delivery to the Company at the address and the manner set forth in Section 8, of (i) this Warrant; (ii) a duly completed and executed e-mail attachment of the Notice of Exercise election notice, in the form annexed attached hereto (the “Notice of ExerciseElection Notice”). Within the earlier of (i) two (2) Trading Days and (iiiii) payment of the number Exercise Price. Payment 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 may be made at the Company for option of the Warrant Shares specified Holder either (a) in the applicable Notice of Exercise by cash, wire transfer or cashier’s by certified or official bank check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein payable to the contrary, the Holder shall not be required to physically surrender this Warrant to order of the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to Exercise Price per ADS in effect at the applicable number time of Warrant Shares purchased. The Holder and the Company shall maintain records showing exercise multiplied by the number of Warrant Shares purchased ADSs specified in the Election Notice, or (b) if a registration statement registering the Warrant ADSs is not effective at the time of exercise then the Warrant may be exercised through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than five (5) business days after the Date of Exercise (as defined herein), provided the Warrant Holder has provided all information requested by the depositary bank issuing the ADSs prior to the Date of Exercise) issue and deliver to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, evidence that the Warrant ADSs have been issued upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant ADSs shall be deemed to have become holder of record of such Warrant ADSs as of the Date of Exercise of this Warrant. All Warrant ADSs delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per ADS of the Company (as quoted by NASDAQ or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one ADS of the Company is greater than the Exercise Price of one Warrant ADS (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, if a registration statement registering the Warrant ADSs is not effective at the time of exercise then the Warrant may be exercised by the Warrant Holder electing to receive that number of Warrant ADSs computed using the following formula: X=Y (A-B) A where X= the number of ADSs of Company to be issued to the Warrant Holder Y= the number of Warrant ADSs purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such purchases. The Company shall deliver any objection calculation) A= Fair Market Value B= Exercise Price (as adjusted to any Notice of Exercise within one (1) Trading Day of receipt the date of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.calculation)

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this This Warrant may be made, is exercisable in whole or in part, part at any time or times on or after and from time to time, prior to the Initial Exercise earlier of the Expiration Date and on or before the Termination Date date fixed for redemption under Section 8(a), below. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company of or by facsimile transmission as provided in Section 8 hereof) a completed and duly executed e-mail attachment of the Notice of Exercise (substantially in the form annexed hereto (the “attached to this Warrant) as provided in this paragraph. The date such 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 is faxed or delivered to the Company for shall be the “Exercise Date,” provided that the Holder of this Warrant Shares specified in tenders this Warrant to the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(cCompany within five business days thereafter. (a) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original The Notice of Exercise shall be requiredexecuted by the Holder of this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant, nor shall any medallion guarantee (or other type together with appropriate payment of guarantee or notarization) the Exercise Price for the shares of any Notice of Exercise be required. Notwithstanding anything herein Common Stock purchased or, if Holder is exercising its rights under Section 2(c), an indication that Holder is electing to the contraryexercise this Warrant on a cashless basis, the Holder shall not be required entitled to physically surrender this Warrant to receive a certificate or certificates for the Company until shares of Common Stock so purchased. (b) Unless exercising the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which caseHolder’s rights under Section 2(c) below, the Holder shall surrender this Warrant to must pay the Company Exercise Price per share of Common Stock for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered shares then being exercised in cash or by certified or official bank check or by wire transfer to the Company. Partial exercises of this ’s account. (c) This Warrant resulting in purchases may also be exercised by means of a portion of “cashless exercise” in which the total number of Warrant Shares available hereunder Holder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal be entitled to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing receive a certificate for the number of Warrant Shares purchased and equal to the quotient obtained by dividing [(A – $2.00)(X)] by (A), where: (A) = the VWAP on the Trading Day immediately preceding the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one election; and (1X) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, = the number of Warrant Shares available for purchase hereunder at any given time may be less issuable pursuant to the Notice of Exercise by means of a cash exercise rather than the amount stated on the face hereofa cashless exercise.

Exercise of Warrants. Subject (a) The Holder may exercise this Warrant in whole or in part at an exercise price equal to Section 2(eten cents ($0.10) per share, subject to adjustment as provided herein (the "Warrant Price"), by the surrender of this Warrant (properly endorsed) at the principal office of the Corporation, or at such other agency or office of the Corporation in the United States of America as the Corporation may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Corporation, and by payment to the Corporation of the Warrant Price in lawful money of the United States by check or wire transfer for each share of Common Stock being purchased. Upon any partial exercise of this Warrant, there shall be executed and issued to the Holder a new Warrant in respect of the shares of Common Stock as to which this Warrant shall not have been exercised. In the event of the exercise of the purchase rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased, as applicable, registered in the name of the Holder, shall be delivered to the Holder hereof as soon as practicable after the rights represented by this Warrant shall have been so exercised. (b) If, but only if, at any time there is no effective registration statement registering the resale of the Common Stock underlying this Warrant by the Holder, this Warrant may also be madeexercised at such time by means of a "cashless exercise" in which, at any time prior to the Termination Date, the Holder of this Warrant may, at its option, exchange this Warrant, in whole or in partpart (a "Warrant Exchange"), into Warrant Shares by surrendering this Warrant at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment principal office 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 aforesaidCorporation, the Holder shall deliver the aggregate Exercise Price accompanied by a notice stating such Holder's intent 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderexchange, the number of Warrant Shares available for purchase hereunder at any given time may to be less than exchanged and the amount stated date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the face hereof.date specified in the Notice of Exchange or, if later, within five (5) days of the date the Notice of Exchange is received by the Corporation (the "Exchange Date"). Certificates for the Warrant Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the Closing Bid Price (as hereinafter defined) on the trading day preceding the date on which the Company receives the Exercise Documentation; (B) = the exercise price of this Warrant, as adjusted; and

Exercise of Warrants. Subject to Section 2(e), exercise a. Exercise of the purchase rights represented by this Warrant may shall be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed e-mail attachment of the Notice of Exercise election notice, in the form annexed attached hereto (the “Notice of ExerciseElection Notice”). Within the earlier of (i) two (2) Trading Days and (iiiii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of 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 Election Notice, or cashier’s check drawn on (b) through a United States bank unless the cashless exercise procedure specified provided in Section 2(c5(b) below is then permitted and is specified below. The Company shall promptly (but in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within no event later than three (3) Trading Days business days after the “Date of the date the final Notice of Exercise is Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the CompanyWarrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Partial exercises Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant resulting in purchases Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of a portion this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the total Common Stock (as quoted by the NASDAQ or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares available hereunder shall have computed using the effect following formula: X=Y (A-B) A Where X= the number of lowering shares of Common Stock to be issued to the outstanding Warrant Holder Y= the number of shares of Warrant Shares purchasable hereunder in an amount equal to under this Warrant or, if only a portion of this Warrant is being exercised, the applicable number portion of this Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and being exercised (at the date of such purchases. The Company shall deliver any objection calculation) A= Fair Market Value B= Exercise Price (as adjusted to any Notice of Exercise within one (1) Trading Day of receipt the date of such notice. The Holder calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of acknowledged that the Warrant Shares hereunderissued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the number of holding period for the Warrant Shares available for purchase hereunder at any given time may shall be less than the amount stated deemed to have commenced, on the face hereofdate this Warrant was originally issued.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may be exercised on only one date - the Expiration Date] to Section 2(ethe Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are to be issued in Book-Entry form - and, in the case of a Global Warrant Certificate, the Warrants to be exercised (the "Book-Entry Warrants") free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time,] (ii) an election to purchase the Warrant Securities ("Election to Purchase"), properly completed and executed by the Holder on the reverse of the Warrant Certificate [If Warrants are to be issued in Book-Entry form - or, in the case of a Global Warrant Certificate, properly executed by the Participant and substantially in the form included on the reverse of each Warrant Certificate,] and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (a) the Warrant Certificate [If Warrants are to be issued in Book-Entry form - or the Book-Entry (b) the Election to Purchase, or (c) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. It the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder [If Warrants are to be issued in Book-Entry form - or Participant, as the case may be,] as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which funds for the exercise of the purchase rights represented by this Warrants are received of the amount so deposited to its account. The Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Agent shall promptly confirm such telephonic advice to the Company of a duly executed 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwriting.

Exercise of Warrants. (a) Subject to Section 2(e)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 purchase rights represented by this Exercise Price. A Warrant may be madeexercised by giving written notice to the Warrant Agent no later than 5:00 p.m. New York time on the Business Day preceding the proposed date of exercise of such Warrant and completing the form of election to purchase set forth on the reverse side of such Warrant Certificate, and delivering the same, together with the related Warrant Certificate in the case of Definitive Warrants, to the Warrant Agent no later than 5:00 p.m., 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 Exercise Price by tendering Preferred Securities. (b) On the date of exercise of a Warrant, the Company shall issue, and the Warrant Agent shall deliver, to or upon the written order of the Holder of such Warrant, the Exercise Amount of Common Stock to which such Holder is entitled, registered in such name or names as may be directed by such Holder. The date on which such Warrant Certificate and payment are received by the Warrant Agent as aforesaid shall be deemed to be the date on which the related Warrant is exercised and the related Common Stock is issued. Notwithstanding anything to the contrary in this paragraph (b), (i) no fractional shares of Common Stock shall be issued by the Company 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 shares of Common Stock 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 or in partcent. (c) If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, at any time or times on or after the Initial Exercise Date Company shall execute, and on or before upon request of the Termination Date by Company and delivery to the Company of a duly executed e-mail attachment Warrant Agent of the Notice 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 such deposit into its account. The Warrant Agent shall promptly confirm such notice in writing to the form annexed hereto Company. (e) The Warrant Agent shall, from time to time, as promptly as practicable following written request of the “Notice Company or an exercise of Exercise”). Within Warrants, advise the earlier Company of (i) two (2) Trading Days and the number of Warrants exercised as provided herein, (ii) the number instructions of Trading Days comprising each Holder with respect to delivery of the Standard Settlement Period Common Stock to which such Holder is entitled upon such exercise, and (iii) such other information as defined the Company shall reasonably request in Section 2(d)(iwriting. Such notice may be given by telephone to be promptly confirmed in writing. (f) herein) following The Company shall pay all documentary stamp taxes attributable to the date initial issuance of Warrants or to the issuance of Common Stock to the registered Holder of such Warrants upon exercise as aforesaidthereof; provided, however, that such Holder, 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 involved in the issuance of the Common Stock; and in the event that any such transfer is involved, 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all issue any Common Stock and such Holder's purchase of the Common Stock issued upon the exercise of such Holder's Warrant Shares available hereunder and the Warrant shall not be deemed to have been consummated until such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of 's satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. Subject to Section 2(e), exercise a. Exercise of the purchase rights represented by this Warrant may shall be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed e-mail attachment of the Notice of Exercise election notice, in the form annexed attached hereto (the “Notice of ExerciseElection Notice”). Within the earlier of (i) two (2) Trading Days and (iiiii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of 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 Election Notice, or cashier’s check drawn on (b) through a United States bank unless the cashless exercise procedure specified provided in Section 2(cS(b) below is then permitted and is specified below. The Company shall promptly (but in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within no event later than three (3) Trading Days business days after the “Date of the date the final Notice of Exercise is Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the CompanyWarrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Partial exercises Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant resulting in purchases Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of a portion this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the total Common Stock (as quoted by the NASDAQ or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares available hereunder shall have computed using the effect following formula: A Where X= the number of lowering shares of Common Stock to be issued to the outstanding Warrant Holder Y= the number of shares of Warrant Shares purchasable hereunder in an amount equal to under this Warrant or, if only a portion of this Warrant is being exercised, the applicable number portion of this Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and being exercised (at the date of such purchases. The Company shall deliver any objection calculation) A= Fair Market Value B= Exercise Price (as adjusted to any Notice of Exercise within one (1) Trading Day of receipt the date of such notice. The Holder calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of acknowledged that the Warrant Shares hereunderissued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the number of holding period for the Warrant Shares available for purchase hereunder at any given time may shall be less than the amount stated deemed to have commenced, on the face hereofdate this Warrant was originally issued.

Exercise of Warrants. Subject The Holder's right to Section 2(e)exercise this Warrant -------------------- shall vest in equal increments at the first, exercise second and third anniversaries of the purchase rights represented by date of issuance of this Warrant; provided, however, that the Holder's right to exercise the Warrant may be made, shall fully vest immediately prior to a public offering of the Company's common stock. This Warrant is exercisable in whole or in partpart at the Exercise Price per share of Common Stock payable hereunder, at payable in cash or by certified or official bank check. The only condition to vesting of the Holder's right to exercise this Warrant shall be the passage of time and Holder's right to exercise the Option shall not be terminated for any time reason, including (without limitation) by reason of death, disability, incapacity or times on or after termination of employment. Upon surrender of this Warrant Certificate with the Initial annexed Notice of Exercise Date and on or before the Termination Date Form duly executed (which Notice of Exercise Form may be submitted either by delivery to the Company or by facsimile transmission as provided in Section 8 hereof), together with payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. For the purposes of this Section 2, "Market Value" shall be an amount equal to the average closing bid price of a duly executed eshare of Common Stock, as reported by Bloomberg, LP or, if not so reported, as reported on the over-mail attachment the-counter market for the five (5) trading days preceding the Company's receipt 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) Form duly executed, multiplied by the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date shares of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price Common Stock 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically issued upon surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedCertificate. The Holder and the Company shall 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 UPON EXERCISE OF THE WARRANT AND ISSUANCE OF THE UNDERLYING SHARES OF COMMON STOCK, THE HOLDER AND/OR ANY AFFILIATE (1AS DEFINED BY THE SECURITIES AND EXCHANGE ACT OF 1934) Trading Day of receipt of such notice. The Holder and any assigneeTO WHOM SOME OR ALL OF THE WARRANT SHALL HAVE BEEN TRANSFERRED OR ASSIGNED SHALL GRANT TO XXXXXXX XXXXX, by acceptance of this WarrantIN ANY CAPACITY, acknowledge and agree thatCURRENTLY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, by reason of the provisions of this paragraphAN IRREVOCABLE PROXY TO VOTE THE SHARES OF COMMON STOCK UNDERLYING THE WARRANT, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofWHICH PROXY SHALL EXPIRE FIVE (5) YEARS FROM THE DATE OF GRANT.

Exercise of Warrants. 5.1 Subject to Section 2(e)the Terms and Conditions, the Holder of a Warrant may exercise the Warrant at any time on or after the Separation Date (or if the Exercise Price of the purchase rights represented by this Warrant is being paid in cash only and all Warrants in a given Unit are being exercised, then any time or time on or after the 30th day after the Issuance Date) in whole or in part, at the option of the Holder, upon delivery of an executed Exercise Notice and payment of the Exercise Price, which may be made, at the option of the Holder, by cash delivered to the Warrant Agent at the principal office of the Warrant Agent in Denver, CO or to the office of one of its agents as may be designated in writing by the Warrant Agent, or by wire transfer of funds to the account of the Warrant Agent set forth on Schedule A to the Terms and Conditions. Only if then permitted by the Terms and Conditions, the Holder of a Warrant may exercise the Warrant by cashless exercise, in whole or in part, at any time or times on or after the Initial upon delivery of an executed Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises Upon receipt of this Warrant resulting in purchases of an Exercise Notice for 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 cashless exercise, the Company shall maintain records showing calculate and transmit to the Warrant Agent within one (1) Business Day (and the Warrant Agent shall have no obligation under this section to calculate) the number of Warrant Shares purchased issuable in connection with the cashless exercise (the “Cashless Exercise Notification”). 5.2 Upon receipt by the Warrant Agent of the Exercise Notice and the date Exercise Price as described in Section 5.1 above, or the Cashless Exercise Notification from the Company, the Warrant Agent shall use reasonable efforts to cause to be delivered the Warrant Shares to or upon the order of the Holder of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree thatregistered in such name or names as may be designated by such Holder by (x) in the event of a cash exercise, by reason the date that is three (3) Business Days after the latest of (A) the delivery to the Warrant Agent of the provisions properly executed and completed Exercise Notice, and (B) payment of this paragraph, following the purchase Exercise Price and other amounts as set forth in such Exercise Notice or in the Terms and Conditions or (y) in the event of a portion cashless exercise, the date that is two (2) Business Days after the delivery to the Warrant Agent by the Company of the Cashless Exercise Notification (each such date, the “Warrant Share Delivery Date”); provided, however, that the Warrant Agent shall not be liable to the Company or the Holder for any damages arising out of the failure to deliver the Warrant Shares by the Warrant Share Delivery Date to the extent that such failure relates to the acts or omissions of the Company, a Holder or a Holder’s prime broker. Notwithstanding the foregoing, if the Company is then a participant in the Deposit Withdrawal at Custodian (“DWAC”) system of the Depository Trust Company (“DTC”) and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares hereunderto and resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise pursuant to the Terms and Conditions, the number of certificates for Warrant Shares available for purchase hereunder at any given time may shall be less than transmitted by the amount stated on Warrant Agent to the face hereofHolder by crediting the account of the Holder’s prime broker with the DTC through its DWAC system to the extent the Holder arranges with its broker to initiate delivery through the DWAC system and the Warrant Agent has been duly instructed to deliver the Warrant Shares through the DWAC system.

Exercise of Warrants. Subject (a) Each Warrant entitles the registered owner to Section 2(e)exercise an option to purchase, at an exercise price of the purchase rights represented U.S. $[ ], U.S. $[ ] of [ ] [indicate type of securities]. (b) The Warrants evidenced by this a Warrant Certificate may be made, exercised in whole or in partpart not earlier than [9:00 A.M., New York City time,] on [ ] and [not later than 5:00 P.M., New York City time,] on [ ]. If a Warrant is not exercised at any time or times on or after the Initial Exercise Date and on or before [5:00 P.M., New York City time,] on [ ], it shall become void, and all rights of the Termination Date holder under Warrants and under this Agreement shall cease. [No fewer than one Warrant may be exercised per Warrant Exercise Notice (as defined below) and no fractional Warrants may be exercised.] (c) During the period specified in Section 3(b), a Warrant, if the Warrant Certificate evidencing the same shall have been countersigned by delivery the Warrant Agent, may be exercised by the holder thereof by (i) providing written notice of such election ("Warrant Exercise Notice") to exercise the Warrant to the Company of a duly executed e-mail attachment of Warrant Agent at [ ], "Attention: The St. Xxxx Companies, Inc. Warrant Exercise", or to such other address as shall be notified in accordance with the immediately following paragraph, by hand or by facsimile, no later than [noon, New York City time,] on [ ], which Warrant Exercise Notice of Exercise shall be in the form annexed hereto of an election to purchase [ ] [indicate type of securities] substantially in the form set forth in Exhibit B hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by or through persons that are direct participants in The Depository Trust Company (the “Notice of Exercise”"DTC"). Within the earlier of (i) two (2) Trading Days and ; (ii) delivering, no later than [noon, New York City time,] on the number Warrant Exercise Date, such Warrants to the Warrant Agent by book-entry transfer through the facilities of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaidDTC or by delivering, no later than [noon, New York City time,] on [ ], the Holder shall deliver the aggregate Exercise Price Warrant Certificates evidencing such Warrants to the Company Warrant Agent if Warrant Certificates in definitive form have been issued and delivered pursuant to Section 7; and (iii) for the each Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be requiredexercised, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised paying in full, in which caselawful money of the United States of America, by bank wire transfer in immediately available funds [add electronic payment details] no later than [11:00 A.M., New York City time] on [ ] (the "Settlement Date"), the Holder shall surrender this exercise price of U.S. $[ ]. Any exercise of a Warrant pursuant to the Company for cancellation within three terms of this paragraph (3c) Trading Days of shall be irrevocable and shall constitute a binding agreement between the date the final Notice of Exercise is delivered to Warrant holder and the Company. Partial exercises of this Warrant resulting , enforceable in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofaccordance with its terms.

Exercise of Warrants. Subject (a) The Holder may exercise this Warrant in whole or in part at an exercise price per share equal to Section 2(e$1.30 per share, subject to adjustment as provided herein (the “Warrant Price”), by the surrender of this Warrant (properly endorsed) at the principal office of the Corporation, or at such other agency or office of the Corporation in the United States of America as the Corporation may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Corporation, and by payment to the Corporation of the Warrant Price in lawful money of the United States by check or wire transfer for each share of Common Stock being purchased. Upon any partial exercise of this Warrant, there shall be executed and issued to the Holder a new Warrant in respect of the shares of Common Stock as to which this Warrant shall not have been exercised. In the event of the exercise of the purchase rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased, as applicable, registered in the name of the Holder, shall be delivered to the Holder hereof as soon as practicable after the rights represented by this Warrant shall have been so exercised. (b) If, but only if, at any time after five years from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Common Stock underlying this Warrant by the Holder, this Warrant may also be madeexercised at such time by means of a “cashless exercise” in which, at any time prior to the Termination Date, the Holder of this Warrant may, at its option, exchange this Warrant, in whole or in partpart (a “Warrant Exchange”), into Warrant Shares by surrendering this Warrant at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment principal office 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 aforesaidCorporation, the Holder shall deliver the aggregate Exercise Price accompanied by a notice stating such Holder’s intent 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderexchange, the number of Warrant Shares available for purchase hereunder at any given time may to be less than exchanged and the amount stated date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant Exchange shall take place on the face hereof.date specified in the Notice of Exchange or, if later, within five (5) days of the date the Notice of Exchange is received by the Corporation (the “Exchange Date”). Certificates for the Warrant Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the Closing Bid Price (as hereinafter defined) on the trading day preceding the date on which the Company receives the Exercise Documentation; (B) = the exercise price of this Warrant, as adjusted; and

Exercise of Warrants. Subject to Section 2(ethe terms hereof, each Purchaser agrees to exercise the March Warrants as set forth herein. 1.1 Subject to the terms hereof, each Purchaser agrees to exercise (i) up to 50% of the March Warrants issued to such Purchaser as set forth on Schedule A hereto on the date hereof (“Closing Date”). In consideration for such exercise, upon obtaining approval of the Additional Listing Application from the American Stock Exchange (“AMEX”) of the shares of Common Stock underlying the Additional Warrants (as defined below), exercise the Company shall issue to each Purchaser a warrant in the form of Exhibit A attached hereto (the “Additional Warrants”), registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock equal to the number of March Warrants exercised on the Closing Date at an Exercise Price of $7.00 per share. 1.2 Each Purchaser is also granted the right, until the later of April 15, 2008 and 30 days after the 2008 annual meeting of stockholders of the purchase rights represented Company (the “Annual Meeting”) to exercise the remaining March Warrants, up to the number of March Warrants, exercised on the Closing Date, and upon such exercise, the Purchaser shall receive an additional warrant, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock equal to the number of warrants exercised pursuant to this Section 1.2 at an Exercise Price of $7.00 per share and be in the same form as the Additional Warrant (the “Second Additional Warrant”). The issuance of the Second Additional Warrant is contingent upon the Company obtaining approval by this Warrant may be madea majority of the Company’s stockholders to increase the authorized shares of Common Stock by at least 10 million shares prior to the later of April 15, 2008 and the date of the Annual Meeting (the “Termination Date”). 1.3 If approval of the stockholders described in whole or in part, at any time or times on or after the Initial Exercise Date and Section 1.2 above is not obtained on or before the Termination Date by delivery to Date, then the Company of a duly executed e-mail attachment of grants each Purchaser the Notice of Exercise in right, until 30 days after the form annexed hereto Annual Meeting (the “Notice of ExerciseRights Period”). Within ) to exercise the earlier of (i) two (2) Trading Days and (ii) remaining March Warrants, up to the number of Trading Days comprising March Warrants exercised on the Standard Settlement Period (as defined in Section 2(d)(i) herein) following Closing Date, and receive the date of exercise as aforesaidSecond Additional Warrant, the Holder shall deliver the aggregate Exercise Price to the Company for extent that there are available authorized shares of Common Stock. If there are not sufficient authorized shares of Common Stock to satisfy the Second Additional Warrant Shares specified in issuances hereunder, then the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise each Purchaser shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein limited to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a its pro-rata portion of the total number of Warrant Shares authorized 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 purchasedat such time. The Holder pro-rata determination shall be made at the end of the Rights Period and shall consider only the Company shall maintain records showing March Warrants exercised during such period. 1.4 For 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 (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance purposes of this WarrantAmendment, acknowledge and agree that, by reason the shares issuable upon exercise of the provisions of this paragraph, following Additional Warrant and Second Additional Warrant shall be included in the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofregistration statements as provided in Section 3 below.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this (a) This Warrant may be made, is exercisable in whole or in part, part at any time or times on or beginning six months after the Initial Exercise Date and on or before Grant Date. Such exercise shall be effectuated by submitting to the Termination Date Company (either by delivery to the Company of or by facsimile transmission as provided in Section 8 hereof) a completed and duly executed e-mail attachment of the Notice of Exercise (substantially in the form annexed hereto (the “attached to this Warrant) as provided in this paragraph. The date such Notice of Exercise”). Within Exercise is faxed to the earlier of (i) two (2) Trading Days and (ii) Company shall be 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"Exercise Date", provided that the Holder shall deliver of this Warrant tenders this Warrant Certificate and appropriate payment of 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 cashless exercise procedure specified in Section 2(cwithin five (5) below is then permitted and is specified in the applicable Notice of Exercisebusiness days thereafter. No ink-original The Notice of Exercise shall be requiredexecuted by the Holder of this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, nor shall any medallion guarantee (or other type together with appropriate payment of guarantee or notarization) the aggregate Exercise Price for the shares of any Notice of Exercise be required. Notwithstanding anything herein to the contraryCommon Stock purchased, the Holder shall not be required entitled to physically surrender this Warrant receive a certificate or certificates for the shares of Common Stock so purchased. (b) The Exercise Price per share of Common Stock for the shares then being exercised shall be payable in cash or by certified or official bank check. (c) In addition to and without limiting the Company until the Holder has purchased all rights of the Warrant Shares available hereunder and holder under the Warrant has been exercised in fullterms of the Warrant, in which casebut only if the Registration Statement is not declared effective within one year from the Closing date, the Holder shall surrender have the right (the "Conversion Right") to convert this Warrant or any portion thereof into Shares as provided in this Section 2 prior to the Company for cancellation within three (3) Trading Days its expiration. Upon exercise of the date the final Notice of Exercise is delivered Conversion Right with respect to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total particular number of Warrant Shares available hereunder shall have Warrants (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 "Converted Warrants"), the Company shall maintain records showing deliver to the Holder, without payment by the Holder of any Exercise Price or any cash or other consideration, that number of Shares computed using the following formula: X = Y(A-B) ------ A Where: X = the number of Shares and/or Warrants to be issued to the ------ Holder; Y = the number of Shares and/or Warrants to be converted under this Warrant; A = the Current Market Price of one share of Common Stock, to be defined as the average of the closing prices for the common stock for the five (5) trading days ending immediately prior to the Exercise Date; and B = the Exercise Price. For purposes of Rule 144, it is intended and acknowledged that the Warrant Shares purchased issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. Otherwise, the Holder shall be deemed to be the holder of such purchases. The Company shall deliver any objection the shares issuable to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of it in accordance with the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated section 2 on the face hereofExercise Date, provided that the Holder complies with all the delivery requirements of section 2.

Exercise of Warrants. Subject At any time and from time to Section 2(e)time on and after the date of this Agreement, and expiring at 5:00 p.m., Richmond, Virginia time, on the fifth anniversary of the closing of the initial public offering of Hersha Hospitality Trust (the "Company") and subject to the conditions herein, Warrants may be exercised as to all or any portion of the number of Units covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for Units to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Partnership in the amount required for purchase of the Units as to which the Warrants are being exercised, delivered to the Partnership at its principal office at 000 Xxxxxxxx Xxxxx, Xxx X, Xxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: President; provided however, that no Warrant holder may exercise Warrants at such time as the Warrant holder does not qualify as an "accredited investor" as that term is defined in Rule 501 under the Securities Act of 1993, as amended. Upon the exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, the Partnership will within five (5) days thereafter, at its expense (including the payment of any time applicable issue or times on or after transfer taxes), cause to be issued in the Initial Exercise Date name of and on or before the Termination Date by delivery delivered to the Company of a duly executed 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) Warrant holder the number of Trading Days comprising Units to which such holder is entitled upon exercise of the Standard Settlement Period (as defined Warrant. In the event such holder is entitled to a fractional amount of Units, in Section 2(d)(i) herein) following lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full Unit on the date of exercise. The issuance of Units upon exercise as aforesaid, of 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise Warrants shall be required, nor shall any medallion guarantee (or other type effective as of guarantee or notarization) the date of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all surrendering of the Warrant Shares available hereunder and for exercise, notwithstanding any delays in the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days actual issuance or delivery of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares Units so purchased. The Holder and In the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection event Warrants are exercised as to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the aggregate amount stated on of all Units issuable upon exercise of all Warrants held by such person, the face hereofPartnership shall issue new Warrants to the holder of the Warrants so exercised covering the aggregate number of Units as to which Warrants remain unexercised.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this (a) This Warrant may be madeis exercisable, in whole or in part, part at any time and from time to time, commencing on the Issue Date; provided, however, that this Warrant may not be exercised for fewer than 50,000 shares of Common Stock or times on or after such lesser number of shares of Common Stock then issuable upon the Initial Exercise Date and on or before exercise in full of this Warrant. Each exercise shall be effected by submitting to the Termination Date Company (either by delivery to the Company or by facsimile transmission as provided in Section 10 hereof) a completed and duly executed notice of exercise substantially in the form attached to this Warrant (a "Notice of Exercise"). The date a Notice of Exercise regarding an exercise is delivered or faxed to the Company shall be the "Exercise Date" with respect to such exercise. Each Notice of Exercise shall be executed by the Holder and shall indicate (i) the number of shares then being purchased pursuant to such exercise and (ii) whether the Holder elects to pay the Exercise Price for the shares being purchased in cash or to make a cashless exercise in accordance with Section 1(c) hereof. Upon delivery of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within , together with appropriate payment of the earlier Exercise Price, if any, for the shares 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 aforesaidCommon Stock being purchased, the Holder shall deliver be entitled to receive a certificate or certificates for the aggregate Exercise Price shares of Common Stock so purchased. If an exercise represents the exercise in full of this Warrant, the Holder shall tender this Warrant to the Company for the Warrant Shares specified in the applicable Notice within five business days after delivery of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original . (b) If the Holder indicates on the Notice of Exercise that it has elected to pay the Exercise Price for the shares of Common Stock for which the Warrant is then being exercised in cash, the Exercise Price per share of Common Stock for the shares then being exercised shall be requiredpayable in cash or by certified or official bank check or by wire transfer of immediately available funds. (c) If a registration statement covering this Warrant or the shares of Common Stock issuable hereunder is then in effect, nor shall any medallion guarantee (or other type of guarantee or notarization) of any the Holder may elect to exercise this Warrant on a cashless basis by indicating on a Notice of Exercise be requiredthat it has elected to make a cashless exercise. Notwithstanding anything herein to the contraryUpon such election, the Holder shall not be required entitled to physically surrender receive the number of shares of Common Stock equal to (w) the excess of the Current Market Value (as defined below) over the total cash Exercise Price of the number of shares for which this Warrant is being exercised, divided by (x) the Market Price per share of the Common Stock as of the trading day immediately prior to the Company until Exercise Date. For the Holder has purchased all purposes of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casethis Warrant, the Holder terms (y) "Current Market Value" shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in be an amount equal to the applicable number Market Price per share of Warrant Shares purchased. The Holder and the Company shall maintain records showing Common Stock as of the trading day immediately prior to the Exercise Date multiplied by the number of Warrant Shares purchased and the date shares of Common Stock specified in such purchases. The Company shall deliver any objection to any Notice of Exercise within one Form, and (1z) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason "Market Price" per share of the provisions Common Stock as of this paragraph, following any date shall be the purchase of a portion closing price of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated Common Stock on the face hereofOTC Bulletin Board or the other principal market on which the Common Stock is listed for trading as of that date.

Exercise of Warrants. (a) Subject to the conditions in Section 2(e1(f) of the Series A Warrants, by executing this Agreement, the Company and the Holder hereby agree that the Holder shall be deemed to have exercised the number of Series A Warrants set forth on the signature page hereto at, in accordance with Section 2(b) of the Series A Warrants, a reduced exercise price per share of $3.19 (the “Reduced Exercise Price”), for aggregate cash proceeds to the Company in the amount set forth on the Holder’s signature page hereto, pursuant to the terms of the Series A Warrants. The Holder shall deliver the aggregate cash exercise price for such Series A Warrants to the bank account set forth on the Company’s signature page hereto within two Trading Days after the date hereof and the Company shall deliver the Warrant Shares to the Holder via the Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the terms of the Series A Warrants, but pursuant to DWAC instructions set forth on the Holder’s signature page hereto. The date of the closing of the exercise of the purchase rights represented by this Warrant may Series A Warrants shall be made, in whole or in part, at any time or times on or after referred to as the Initial Exercise Date and on or before the Termination Date by delivery “Closing Date”. Notwithstanding anything to the Company contrary contained herein, if the Holder has exercised all of a duly executed e-mail attachment its Series A Warrants on the Closing Date, the provisions of the Notice of Exercise in the form annexed hereto clauses (the “Notice of Exercise”). Within the earlier of (ib) two (2) Trading Days and (iic) of this Section 2.1, and the number last sentence of Trading Days comprising Section 2.2, shall not apply to the Standard Settlement Period Holder. (b) After the Closing Date, if and whenever the Holder, together with its Attribution Parties (as defined in Section 2(d)(i18(f) hereinof the Series A Warrants), can exercise Series A Warrants for 600,000 Warrant Shares (the “Threshold Amount”) following or more in compliance with the date of exercise as aforesaidBeneficial Ownership Limitation, the Holder shall deliver hereby covenants and agrees to promptly exercise for cash the aggregate Exercise Price to Holder’s Attribution Party Pro Rata Percentage (as defined below) of such Threshold Amount of the Company for the Warrant Shares specified in the applicable Series A Warrants held by it by delivery of a Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless pursuant to the cashless exercise procedure specified in Section 2(c) below is then permitted terms and is specified in conditions of the applicable Notice of ExerciseSeries A Warrants, at the Reduced Exercise Price. No ink-original Notice of Exercise shall be requiredThe parties hereto further agree that the Holder may voluntarily exercise for cash, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein from time to time, the Series A Warrants pursuant to the contraryterms and conditions of the applicable Series A Warrants at the Reduced Exercise Price, which exercises shall count toward the Holder shall not be number of Series A Warrants that are required to physically surrender this Warrant be exercised to satisfy the Company until Threshold Amount. As used herein “Attribution Party Pro Rata Percentage” means the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three percentage calculated by dividing (3i) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have Series A Warrants held by the effect of lowering Holder, by (ii) the outstanding total number of Warrant Shares purchasable hereunder in an amount equal to Series A Warrants held by the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofits Attribution Parties.

Exercise of Warrants. (a) Subject to the conditions in Section 2(e), exercise ) of each of the purchase rights represented Original Warrants and the conditions in Section 2.3 below and the provisions of Section 2.5 below, by executing this Warrant may Agreement, the Company and the Holder hereby agree that the Holder shall be made, in whole or in part, at any time or times deemed to have exercised the number of Original Warrants set forth on or after the Initial Exercise Date and on or before the Termination Date by delivery signature page hereto for aggregate cash proceeds to the Company of a duly executed e-mail attachment in the amount set forth on the Holder’s signature page hereto, pursuant to the terms of the Notice of Original Warrants, except that the exercise price thereunder shall be the Amended Exercise in the form annexed hereto Price (the “Notice of Exercise”as defined below). Within The Holder shall deliver the earlier aggregate cash exercise price for such Original Warrants to the bank account set forth on the Company’s signature page hereto within one Trading Day after the date hereof and the Company shall deliver the Warrant Shares to the Holder via the Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the terms of the Original Warrants, but (i) pursuant to DWAC instructions set forth on the Holder’s signature page hereto, and (ii) with respect to the Original Warrants originally issued in February 2019 such that the Warrant Shares are delivered to the Holder no later than 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 Closing Date. The date of the closing of the deemed exercise as aforesaid, of the Holder shall deliver the aggregate Exercise Price Original Warrants pursuant 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 cashless exercise procedure specified in this Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise 2.1 shall be required, nor shall any medallion guarantee referred to as the “Closing Date”. (or other type b) For a period of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and after the date of such purchasesthis Agreement, if any Original Warrants remain unexercised due to the application of the Beneficial Ownership Limitation (as defined in and as set forth in Section 2(e) the Original Warrants held by the Holder) contained in the Original Warrants, the Holder agrees to exercise for cash at the Amended Exercise Price as many Original Warrants as it can and still be in compliance with the Beneficial Ownership Limitation contained in the Original Warrants pursuant to the terms and conditions of the Original Warrants. The Company obligations under this Section 2.1 shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder expire on December 19, 2019 and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason all subsequent exercises of the provisions Original Warrants shall be at the original exercise price of this paragraph, following $2.21 and the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofAmended Exercise Price shall no longer apply.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any -------------------------------------------------- Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may --------------- be exercised on only one date: the Expiration Date] to Section 2(ethe Warrant Agent at its ------------------------------ corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are to be issued in Book-Entry form: and, in the ------------------------------------------------ case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the "Book-Entry Warrants") free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time,] (ii) an election to purchase the Warrant Securities ("Election to Purchase"), [For definitive -------------- Warrant Certificates: properly completed and executed by the Holder on the --------------------- reverse of the Warrant Certificate] [If Warrants are to be issued in Book-Entry ------------------------------------------ form: or, in the case of a Book-Entry Warrant Certificate, properly executed by ----- the Participant and substantially in the form included on the reverse of each Warrant Certificate,] and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (a) the Warrant Certificate [If Warrants are to be issued in Book-Entry ------------------------------------------ form: or the Book-Entry Warrants,] (b) the Election to Purchase, or (c) the ----- Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: the specified -------------------------------------------------- Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder [If Warrants are to be issued in Book-Entry ------------------------------------------ form: or Participant, as the case may be,] as soon as practicable. In no event ----- will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which funds for the exercise of the purchase rights represented by this Warrants are received of the amount so deposited to its account. The Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall, by 11:00 A.M. on the Business Day following the [Unless Warrants may be exercised on only one date: Exercise Date of a duly executed e-mail attachment of any -------------------------------------------------- Warrant] [If Warrants may be exercised on only one date: Expiration Date], ---------------------------------------------- advise the Notice of Exercise Company and the [Trustee under the Indenture applicable to] [the transfer agent and registrar in respect of] the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) Warrant Securities issuable upon such exercise as to the number of Trading Days comprising Warrants exercised in accordance with the Standard Settlement Period terms and conditions of this Agreement, the instructions of each Holder [If -- Warrants are to be issued in Book-Entry form: or Participant, as the case may --------------------------------------------- be,] with respect to delivery of the Warrant Securities issuable upon such exercise, and the delivery of definitive Warrant Certificates [If Warrants are --------------- to be issued in Book-Entry form: or one or more Book-Entry Warrant Certificates, -------------------------------- as appropriate,] evidencing the balance, if any, of the Warrants remaining after such exercise, and such other information as the Company or such [Trustee] [transfer agent and registrar] shall reasonably require. (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the [Unless Warrants may be exercised on only one date: -------------------------------------------------- Exercise Date of any Warrant] [If Warrants may be exercised on only one date: ---------------------------------------------- Expiration Date], execute, issue and deliver to the Warrant Agent, [pursuant to the Indenture applicable to the Warrant Securities, the Warrant Securities, duly authenticated by the Trustee of such Indenture and in authorized denominations] [the Warrant Securities] to which such Holder is entitled, in fully registered form, registered in such name or names as defined may be directed by such Holder [If -- Warrants are to be issued in Book-Entry form: or the Participant, as the case --------------------------------------------- may be]. Upon receipt of such Warrant Securities, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding [Unless ------ Warrants may be exercised on only one date: such Exercise Date] [If Warrants may ------------------------------------------- --------------- be exercised on only one date: the Expiration Date], transmit such Warrant ------------------------------ Securities, to or upon the order of the Holder [If Warrants are to be issued in ------------------------------- Book-Entry form: or Participant, as the case may be,] together with, or preceded ---------------- by the prospectus referred to in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price 5.06 hereof. The Company agrees that it will provide such information and documents to the Company Warrant Agent as may be necessary for the Warrant Shares specified in Agent to fulfill its obligations hereunder. (d) The accrual of [interest] [dividends], if any, on the Warrant Securities issued upon the valid exercise of any Warrant will be governed by the terms of the applicable Notice [Indenture] [certificate of Exercise designations] and such Warrant Securities. From and after the issuance of such Warrant Securities, the former Holder of the Warrants exercised will be entitled to the benefits of the [Indenture] [certificate of designations] under which such Warrant Securities are issued and such former Holder's right to receive payments of [principal of (and premium, if any) and interest, if any, on] [dividends and any other amounts payable in respect of] the Warrant Securities shall be governed by, and shall be subject to, the terms and provisions of such [Indenture] [certificate of designations] and the Warrant Securities. (e) Warrants may be exercised only in whole numbers of Warrants. [Unless Warrants may be exercised on only one date: If fewer than all of the --------------------------------------------------- Warrants evidenced by wire transfer or cashier’s check drawn on a United States bank unless Warrant Certificate are exercised, a new Warrant Certificate for the cashless exercise procedure specified number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2(c) below is then permitted 1.02 hereof, and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein delivered to the contrary, Holder at the Holder address specified on the books of the Warrant Agent or as otherwise specified by such Holder.] (f) The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the Company until the Holder has purchased all issue of the Warrant Shares available hereunder Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Securities until such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company's satisfaction that no such tax or other charge is due. 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[If Warrants for Common Stock are offered: SECTION 2.04. Adjustment ----------------------------------------- ---------- Under Certain Circumstances. The Holder Exercise Price and the Company shall maintain records showing the number of Warrant Shares purchased ---------------------------- Securities purchasable upon the exercise of each Warrant shall be subject to adjustment [as shall be determined by the Warrant Agent, which determination shall be final and binding upon the Holders and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.] [as follows:]]

Exercise of Warrants. Subject to Section 2(e), exercise the conditions in Sections 2(a) and (d) of each of the purchase rights represented 2016 Warrants and the terms hereof, by executing this Warrant may Agreement, the Company and the Holder hereby agree that the Holder shall be made, in whole or in part, at any time or times deemed to have exercised the 2016 Warrants held by such Holder for the number of shares of Common Stock set forth on or after the Initial Exercise Date and on or before the Termination Date by delivery signature page hereto for aggregate cash proceeds to the Company of a duly executed e-mail attachment in the amount set forth on the Holder’s signature page hereto, pursuant to the terms of the Notice of 2016 Warrants, except that the exercise price thereunder shall be the Amended Exercise in Price and the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) Warrant Share Delivery Date shall be 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 Days. The Holder shall deliver the aggregate Exercise Price cash exercise price for such 2016 Warrants to the bank account set forth on the Company’s signature page hereto within two Trading Days after the date hereof and the Company shall cause its transfer agent to deliver the Warrant Shares, without any restricted legend or other restrictions on transfer, to the Holder via the Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the terms of the 2016 Warrants (as amended pursuant to this Agreement) and the DWAC instructions set forth on the Holder’s signature page hereto as if a notice of exercise (subject to reduction for the Beneficial Ownership Limitation (as defined below)) with respect thereto was delivered to the Company for on the Warrant Shares specified in date hereof. The date of the applicable Notice closing of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless initial exercise procedure specified in Section 2(c) below is then permitted and is specified in of the applicable Notice of Exercise. No ink-original Notice of Exercise 2016 Warrants shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. referred to as the “Closing Date.” Notwithstanding anything herein to the contrary, in the event that the exercise of the 2016 Warrants would otherwise cause the Holder to exceed the beneficial ownership limitations (“Beneficial Ownership Limitation”) in the 2016 Warrants, the Company shall only issue such number of Warrant Shares to the Holder (as instructed in writing by Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be required held in abeyance until the balance (or portion thereof) may be issued in compliance with such limitations. Holder shall provide a written notice of deemed exercise pursuant to physically surrender this Warrant the terms of the 2016 Warrants, as amended hereby, to the Company until promptly when any additional Warrant Shares may be issued in compliance with the Holder has purchased all Beneficial Ownership Limitation (including, without limitation, with respect to the balance of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, when the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be holds less than the amount stated on the face hereofBeneficial Ownership Limitation).

Exercise of Warrants. Subject (a) The Holder may, at any time prior to Section 2(ethe Termination Date, exercise this Warrant in whole or in part at an exercise price per share equal to $5.522 per share, subject to adjustment as provided herein (the “Exercise Price”), by the surrender of this Warrant (properly endorsed) at the principal office of the Corporation, or at such other agency or office of the Corporation in the United States of America (“Warrant Agent”) as the Corporation may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Corporation, and by payment to the Corporation of the Exercise Price in lawful money of the United States by check or wire transfer for each Warrant Share being purchased. Upon any partial exercise of this Warrant, there shall be executed and issued to the Holder a new Warrant in respect of the Warrant Shares as to which this Warrant shall not have been exercised. In the event of the exercise of the purchase rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased, as applicable, registered in the name of the Holder, shall be delivered to the Holder within three (3) business days (the “Delivery Date”) after the Corporation or its Warrant Agent has received the Holder’s Warrant Exercise Form and payment of the Exercise Price, or, at the request of the Holder (provided that a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) providing for the resale of the Warrant Shares is then in effect), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”), and the Holder hereof shall be deemed for all purposes to be the holder of the Warrant Shares so purchased as of the date of such exercise. (b) If, but only if, at any time after one year from the date of grant of this Warrant there is no effective registration statement registering the resale of the Warrant Shares by the Holder, this Warrant may also be madeexercised at such time by means of a “cashless exercise” in which, at any time prior to the Termination Date, the Holder of this Warrant may, at its option, exchange this Warrant, in whole or in partpart (a “Warrant Exchange”), for Warrant Shares by surrendering this Warrant at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment principal office 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 aforesaidCorporation or to its Warrant Agent, the Holder shall deliver the aggregate Exercise Price accompanied by a notice stating such Holder’s intent 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderexchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant Exchange shall be effective on the date the Holder’s Warrant Exercise Form is transmitted to the Corporation, its Warrant Agent, or any agent of the Holder that is irrevocably instructed to process the Warrant Exchange on the Holder’s behalf (the “Exchange Date”). Certificates for the Warrant Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within three (3) business days following the date the Corporation or its Warrant Agent has received the Holder’s Warrant Exercise Form. In connection with any Warrant Exchange, the number of Warrant Shares issued to the Holder shall be determined according to the following formula: X = Y(A-B) Where: X = the number of Warrant Shares that shall be issued to the Holder, rounded to the next highest integer; Y = the number of Warrant Shares for which this Warrant is being exercised (which shall include both the number of Warrant Shares issued to the Holder and the number of Warrant Shares subject to the portion of the Warrant being exchanged in payment of the Warrant Price); A = the Closing Price of one share of Common Stock on the trading day immediately preceding the Exchange Date; and B = the Warrant Price then in effect. As used herein, “Closing Price”, shall mean, for a given trading day, the last reported sale price per share of Common Stock on that trading day as reported on the American Stock Exchange or such other national securities exchange or national securities trading or quotation system on which the Common Stock is then traded. If the Common Stock is not listed or quoted on a national securities exchange or other national trading or quotation system as of the Exchange Date, the Closing Price shall be deemed to be the amount most recently determined by the Board of Directors of the Corporation (the “Board”) to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the Corporation). Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exchange Date, then (A) the Board shall make, and shall provide or cause to be provided to the Holder notice of, a determination of the fair market value per share of the Common Stock within 5 days of a request by the Holder that it do so, and (B) the exercise of this Warrant pursuant to this Section 1(b) shall be delayed until such determination is made and notice thereof is provided to the Holder. In the event the Holder reasonably objects to the fair market value determined by the Board, the fair market value shall be determined by an independent evaluator mutually agreed to by the Holder and the Corporation. (c) In addition to any other rights available to the Holder, if the Corporation fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Corporation shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Shares that the Corporation was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase hereunder obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of Warrant Shares that would have been issued had the Corporation timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Corporation shall be required to pay the Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing herein shall limit a Holder’s right to pursue any given time other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof. (d) Except as provided below and in Section 7, this Warrant and all certificates representing Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form: THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Corporation agrees to reissue this Warrant or certificates representing any of the Warrant Shares, provided that prior to making any transfer of any such securities the Holder shall give written notice to the Corporation describing the manner and terms of such transfer. Such proposed transfer will not be effected until: (a) either (i) the Corporation has received an opinion of counsel reasonably satisfactory to the Corporation, to the effect that the registration of such securities under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Corporation with the Securities and Exchange Commission and has become effective under the Securities Act, (iii) the Corporation has received other evidence reasonably satisfactory to the Corporation that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the Holder provides the Corporation with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Corporation has received an opinion of counsel reasonably satisfactory to the Corporation, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Corporation will respond to any such notice from a holder within three (3) trading days. In the case of any proposed transfer under this Section 1(d), the Corporation will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Corporation. Whenever a certificate representing the Warrant Shares may be less than issued to a the amount stated on Holder without a legend, in lieu of delivering physical certificates representing the face hereofWarrant Shares, unless otherwise requested by the Holder, the Corporation shall cause its transfer agent to electronically transmit the Warrant Shares to the Holder by crediting the account of the Holder or Holder’s Prime Broker with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Warrant or any other agreement between the Corporation and the Holder).

Exercise of Warrants. (a) Subject to subsection (b) of this Section 2(e)1, exercise upon presentation and surrender of this Warrant Agreement, with the attached Purchase Form duly executed, at the principal office of the purchase rights represented Company, or at such other place as the Company may designate by this notice to the Holder hereof, together with a certified or bank cashier’s check payable to the order of the Company in the amount of the Exercise Price times the number of Shares being purchased, the Company shall deliver to the Holder hereof, as promptly as practicable, certificates representing the Shares being purchased. This Warrant may be made, exercised in whole or in part; and, at any time or times on or after in case of exercise hereof in part only, the Initial Exercise Date and on or before the Termination Date by delivery Company, upon surrender hereof, will deliver to the Company 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. (b) Beginning November 15, 2001, this Warrant may be exercised at a duly executed e-mail attachment price of $.20 per share in an amount subject to reduction as described in this section. The Warrant shall expire upon the close of business November 15, 2004. (c) The Exercise Price shall be payable at the time of exercise. The Exercise Price: (i) may be paid in cash (by check), (ii) by surrender of shares of Common Stock of the Notice Company already owned by the Holder, or (ii) upon surrender of the Warrant at 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). 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 closing price of the common stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the Date of Exercise in the form annexed hereto of this Option (the “Notice of ExerciseAverage Closing Bid Price”). Within , as reported by the earlier of American Stock Exchange (i) two (2) Trading Days and (ii) “AMEX”), or if the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaidcommon stock is not traded on AMEX, the Holder shall deliver the aggregate Exercise Average Closing Bid Price to the Company for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn over-the-counter market; provided, however, that if the common stock is listed on a United States bank unless stock exchange, the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise Market Price shall be requiredthe Average Closing Bid Price on such exchange; and, nor shall provided further, that if the common stock is not quoted or listed by any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contraryorganization, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all fair value of the Warrant Shares available hereunder and common stock, as determined by the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days Board of Directors of the date Company, whose determination shall be conclusive, shall be used). B = the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofPrice.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date A. FINOVA and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment of hereby agree that during 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 Offering Period (as defined in Section 2(d)(i2.B. below) herein) following the date FINOVA will exercise from time to time Warrants for such number of exercise Shares as aforesaidare sold by you or Soliciting Dealers (as defined in Section 2.C. below), the Holder and shall deliver promptly upon a sale of any Shares such notices, documents, instruments or other items reasonably requested by you and the aggregate Exercise Price Company in connection with the exercise of such Warrants. Subject to the terms of this Agreement, during the Offering Period FINOVA agrees that all Shares will be available for sale, that Warrants will be exercised when requested by you and that no Shares will be withheld or withdrawn from the operation of this Agreement. In the event that there are no sales of Shares under this Agreement, FINOVA shall have no liability to any party for any fees or costs subject to the indemnification provisions of Section 8 and the limited liability of FINOVA in the event that it refuses to exercise the Warrants pursuant to Section 11(b). B. FINOVA shall be entitled to receive all of the net proceeds from the sale of Shares hereunder (after retention by you of related Selling Commissions and payment to the Company for of the Warrant exercise price of the related Warrants). In consideration of FINOVA's exercise of the Warrants and sale of the Shares specified in as described herein, the applicable Notice Company guarantees that FINOVA will receive average net proceeds from the sale of Exercise Shares hereunder (after retention by wire transfer or cashier’s check drawn on a United States bank unless you of related Selling Commissions and payment to the cashless Company of the exercise procedure specified in Section 2(c) below is then permitted and is specified in price of the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationrelated Warrants) of any Notice no less than $1.00 per Share (the "Guaranteed Minimum"). In the event that FINOVA does not receive average net proceeds from the sale of Exercise be requiredShares hereunder (after retention by you of related Selling Commissions and payment to the Company of the exercise price of the related Warrants) of at least the Guaranteed Minimum, the Company shall pay to FINOVA the difference between the average net proceeds actually received by FINOVA and the Guaranteed Minimum. Notwithstanding anything herein any provision in this Agreement to the contrary, the Holder parties hereto agree that the exercise price of the Warrants and the Selling Commissions shall not be required deducted from the sales proceeds of the Shares. FINOVA has agreed to physically surrender defer the payment to it of such amounts as provided in Section 4.B. hereinbelow. C. Notwithstanding any provision in this Warrant Agreement to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casecontrary, the Holder shall surrender this Warrant to parties hereto agree that the Company for cancellation within three (3) Trading Days gross sales price of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available any Share sold hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may will not be less than $3.25 (the amount stated on "Minimum Price") without the face hereofexpress written consent of the Company.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Warrant (a) The Warrants may be made, exercised in whole or in part, part at any time or times on or after and from time to time until the Initial Exercise Date Warrant Expiration Date, at which time the Warrants shall expire and on or before shall thereafter no longer be exercisable. (b) The Warrants shall be exercised by presentation of the Termination Date by delivery Warrant Certificate evidencing the Warrants to be exercised, with the form of notice of exercise attached as Exhibit A hereto duly completed and signed, to the Company of a duly executed e-mail attachment at the Warrant Office, together with payment of the Notice of aggregate Warrant Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) Price for the number of Trading Warrant Shares in respect of which such Warrants are being exercised in a manner permitted by paragraph (c) of this Section 1. The Company shall, promptly after such presentation and payment (and in no event later than three Business Days comprising thereafter) issue or cause to be issued and deliver or cause to be delivered to or upon the Standard Settlement Period (written order of the registered holder of such Warrants and in such name or names as defined in Section 2(d)(i) herein) following such registered holder may designate, a certificate or certificates for the aggregate number of Warrant Shares issued upon such exercise of such Warrants. Any Person so designated shall be deemed to have become holder of record of such Warrant Shares as of the date of exercise as aforesaidof such Warrants; provided, that, no Warrant holder will be permitted to designate that such Warrant Shares be issued to any Person other than such Warrant holder unless each condition to transfer contained in Article V of the Holder shall deliver the Agreement that would be applicable to a transfer of Warrants or Warrant Shares has been satisfied. (c) The aggregate Warrant Exercise Price for all Warrant Shares in respect of which Warrants are being exercised shall be paid in full at the time of exercise (i) in cash (including check, bank draft or money order payable to the order of the Company), (ii) by delivering to the Company outstanding shares of Common Stock having a fair market value equal to the aggregate Warrant Exercise Price, (iii) by relinquishing to the Company Warrants evidenced by this Warrant Certificate (or one or more other Warrant Certificates issued pursuant to Section 4 in replacement or upon subdivision hereof) having a fair market value equal to the aggregate Warrant Exercise Price (a “Net Exercise”), (iv) by offsetting the principal balance of the Note, or (v) any combination of (i), (ii), (iii) and (iv). For purposes hereof, the “fair market value” of a share of Common Stock shall mean the Per Share Stock Price of one share of Common Stock on the date of exercise, and the “fair market value” of a Warrant shall mean the difference between such Per Share Stock Price and the Warrant Exercise Price. (d) If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Shares specified in the applicable Notice Certificate. All Warrant Certificates surrendered upon exercise of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise Warrants shall be required, nor shall any medallion guarantee canceled. (or other type of guarantee or notarizatione) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder The Company shall not be required to physically surrender this issue fractional shares of Common Stock upon exercise of any Warrants, but shall pay for any such fraction of a share to which the holder exercising the Warrants would otherwise be entitled an amount in cash equal to the product of such fraction multiplied by the Per Share Stock Price of one share of Common Stock on the date of exercise. (f) The Company will pay all Taxes attributable to the initial issuance of Warrant Shares upon the exercise of the Warrants issued by it; provided, that each Warrant Holder shall use its reasonable efforts to avoid any such Tax on the issuance of Warrant Shares; and provided further, that the Company shall not be required to pay any income Tax or any other Tax that may be payable in respect of any transfer involved in the issuance of any Warrant Certificate or any certificate for Warrant Shares in a name other than that of the registered holder of a Warrant Certificate surrendered upon the exercise of such a Warrant, and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company until the Holder amount of such Tax or shall have established to the satisfaction of the Company that such Tax has purchased all been paid. (g) If the issuance of the Warrant Shares available hereunder and deliverable upon exercise have not been registered pursuant to the Securities Act, the Warrant has been exercised in full, in which case, the Holder holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered deliver to the Company. Partial exercises , as a condition to such issuance, a duly executed certificate substantially in the form of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofExhibit B hereto.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may be exercised on only one date: the Expiration Date] to Section 2(ethe Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are to be issued in Book-Entry form: and, in the case of a Global Warrant Certificate, the Warrants to be exercised (the "Book- Entry Warrants") free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time,] (ii) an election to purchase the Warrant Securities ("Election to Purchase"), properly completed and executed by the Holder on the reverse of the Warrant Certificate [If Warrants are to be issued in Book-Entry form: or, in the case of a Global Warrant Certificate, properly executed by the Participant and substantially in the form included on the reverse of each Warrant Certificate,] and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (a) the Warrant Certificate [If Warrants are to be issued in Book-Entry form: or the Book-Entry Warrants,] (b) the Election to Purchase, or (c) the Exercise Price therefor is received by the Warrant Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder [If Warrants are to be issued in Book-Entry form: or Participant, as the case may be,] as soon as practicable. In no 7 event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the company maintained with the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which funds for the exercise of the purchase rights represented by this Warrants are received of the amount so deposited to its account. The Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall, by 11:00 A.M. on the Business Day following the [Unless Warrants may be exercised on only one date: Exercise Date of a duly executed e-mail attachment of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], advise the Notice of Exercise Company and the [Trustee under the Indenture applicable to] [the transfer agent and registrar in respect of] the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) Warrant Securities issuable upon such exercise as to the number of Trading Days comprising Warrants exercised in accordance with the Standard Settlement Period terms and conditions of this Agreement, the instructions of each Holder [If Warrants are to be issued in Book-Entry form: or Participant, as the case may be,] with respect to delivery of the Warrant Securities issuable upon such exercise, and the delivery of definitive Warrant Certificates [If Warrants are to be issued in Book-Entry form: or one or more Global Warrant Certificates, as appropriate,] evidencing the balance, if any, of the Warrants remaining after such exercise, and such other information as the Company or such [Trustee] [transfer agent and registrar] shall reasonable require. (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], execute, issue and deliver to the Warrant Agent, [pursuant to the Indenture applicable to the Warrant Securities, the Warrant Securities, duly authenticated by the Trustee of such Indenture and in authorized denominations] [the Warrant Securities] to which such Holder is entitled, in fully registered form, registered in such name or names as defined may be directed by such Holder [If Warrants are to be issued in Book-Entry form: or the Participant, as the case may be]. Upon receipt of such Warrant Securities, the Warrant Agent shall, by 5:00 P.M., new York time, on the fifth business Day next succeeding [Unless Warrants may be exercised on only one date: such Exercise Date] [If Warrants may be exercised on only one date: the Expiration Date], transmit such Warrant Securities, to or upon the order of the Holder [If warrants are to be issued in Book-Entry form: or Participant, as the case may be,] together with, or preceded by the prospectus referred to in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price 5.06 hereof. The company agrees that it will provide such information and documents to the Company Warrant Agent as may be necessary for the Warrant Shares specified in Agent to fulfill its obligations hereunder. (d) The accrual of [interest] [dividends], if any, on the Warrant Securities issued upon the valid exercise of any Warrant will be governed by the terms of the applicable Notice [Indenture] [articles of Exercise amendment] and such Warrant Securities. From and after the issuance of such Warrant Securities, the former Holder of the Warrants exercised will be entitled to the benefits of the [Indenture] [articles of amendment] under which such Warrant Securities are issued and such former Holder's right to receive payments of [principal of (and premium, if any) and interest, if any, on] [dividends and any other amounts payable in respect of] the Warrant Securities shall be governed by, and shall be subject to, the terms and provisions of such [Indenture] [articles of amendment] and the Warrant Securities. (e) Warrants may be exercised only in whole numbers of Warrants. [Unless Warrants may be exercised on only one date: If fewer than all of the Warrants evidenced by wire transfer or cashier’s check drawn on a United States bank unless Warrant Certificate are exercised, a new Warrant Certificate for the cashless exercise procedure specified number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required1.02 hereof, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein an delivered to the contrary, Holder at the Holder address specified on the books of the Warrant Agent or as otherwise specified by such Holder.] (f) The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the Company until the Holder has purchased all issue of the Warrant Shares available hereunder Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Securities until such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of 's satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. Subject to Section 2(e), exercise (a) Upon presentation and surrender at the principal executive office of the purchase rights represented Company of this Warrant during the Exercise Period, along with the Election to Purchase form attached here to as Exhibit A duly executed, together with a check to the Company in the amount of the Exercise Price multiplied by the number of shares of Common Stock being purchased, the Company will cause its Transfer Agent to deliver to the holder hereof, certificates of Common Stock which in the aggregate represent the number of shares of Common Stock being purchased. This Warrant may be partially exercised and, in the case of such partial exercise, the Company, upon surrender hereof, will deliver to the Holder a new Warrant representing the number of shares which have not been exercised. (b) If at any time after the six month anniversary of the Initial Exercise Date set forth above, or any successor provision then in effect, there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of Common Stock underlying this Warrant by the Holder, then this Warrant may also be madeexercised, in whole or in part, solely with respect to such unregistered shares of Common Stock, at any such time or times on or after by means of a “cashless exercise” in which the Initial Exercise Date and on or before the Termination Date by delivery Holder shall be entitled to receive a number of shares of Common Stock underlying this Warrant equal to the Company of a duly executed equotient obtained by dividing [(A-mail attachment of B) (X)] by (A), where: (A) = 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 VWAP (as defined in Section 2(d)(ibelow) herein) following on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of exercise a “cashless exercise,” as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified set forth in the applicable Notice of Election to Purchase; (B) = the Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance Price of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares as may be adjusted hereunder, ; and (X) = the number of shares of Common Stock underlying this Warrant Shares available for purchase hereunder at any given time may that would be less issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than the amount stated on the face hereofa cashless exercise.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this (a) This Warrant may be made, is exercisable in whole or in part, part at any time or times on or after and from time to time. Such exercise shall be effectuated by submitting to the Initial Exercise Date and on or before the Termination Date Company (either by delivery to the Company of or by facsimile transmission as provided in Section 8 hereof) a completed and duly executed e-mail attachment of the Notice of Exercise (substantially in the form annexed hereto (the “attached to this Warrant) as provided in this paragraph. The date such 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 is faxed to the Company for shall be the "Exercise Date," provided that the Holder of this Warrant Shares specified in tenders this Warrant Certificate to the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(cCompany within five (5) below is then permitted and is specified in the applicable Notice of Exercisebusiness days thereafter. No ink-original The Notice of Exercise shall be requiredexecuted by the Holder of this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, nor shall any medallion guarantee (or other type together with appropriate payment of guarantee or notarization) the Exercise Price for the shares of any Notice of Exercise be required. Notwithstanding anything herein to the contraryCommon Stock purchased, the Holder shall not be required entitled to physically surrender this Warrant to receive a certificate or certificates for the Company until shares of Common Stock so purchased. (b) If the Holder has purchased all Notice of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which caseExercise form elects a "cashless" exercise, the Holder shall surrender this Warrant thereby be entitled to receive a number of shares of Common Stock equal to (x) the Company for cancellation within three (3) Trading Days excess of the date Current Market Value (as defined below) over the final Notice total cash exercise price of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number Warrant then being exercised, divided by (y) the Market Price of Warrant Shares available hereunder the Common Stock as of the trading day immediately prior to the Exercise Date. For the purposes of this Warrant, the terms (Q) "Current Market Value" shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in be an amount equal to the applicable number Market Price of Warrant Shares purchased. The Holder and the Company shall maintain records showing Common Stock as of the trading day immediately prior to the Exercise Date, multiplied by the number of Warrant Shares purchased and the date shares of Common Stock specified in such purchases. The Company shall deliver any objection to any Notice of Exercise within one Form, and (1R) Trading Day "Market Price of receipt the Common Stock" shall be the closing price of such noticethe Common Stock as reported by the Reporting Service for the relevant date. The holder may not elect a "cashless" exercise until one year from the date hereof or any time when there is a currently effective Registration Statement for the shares of Common Stock underlying the warrants. (c) If the Notice of Exercise form elects a "cash" exercise, the Exercise Price per share of Common Stock for the shares then being exercised shall be payable in cash or by certified or official bank check. (d) The Holder and any assignee, by acceptance shall be deemed to be the holder of this Warrant, acknowledge and agree that, by reason of the shares issuable to it in accordance with the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated Section 2.1 on the face hereof.Exercise Date

Exercise of Warrants. (a) Subject to Section 2(e)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 purchase rights represented by this Exercise Price. A Warrant may be madeexercised by giving written notice to the Warrant Agent no later than 5:00 p.m. New York time on the Business Day preceding the proposed date of exercise of such Warrant and completing the form of election to purchase set forth on the reverse side of such Warrant Certificate, and delivering the same, together with the related Warrant Certificate in the case of Definitive Warrants, to the Warrant Agent no later than 5:00 p.m., 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 Exercise Price by tendering Preferred Securities. (b) On the date of exercise of a Warrant, the Company shall issue, and the Warrant Agent shall deliver, to or upon the written order of the Holder of such Warrant, the Exercise Amount of Common Stock to which such Holder is entitled, registered in such name or names as may be directed by such Holder. The date on which such Warrant Certificate and payment are received by the Warrant Agent as aforesaid shall be deemed to be the date on which the related Warrant is exercised and the related Common Stock is issued. Notwithstanding anything to the contrary in this paragraph (b), (i) no fractional shares of Common Stock shall be issued by the Company 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 shares of Common Stock 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 or in partcent. (c) If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, at any time or times on or after the Initial Exercise Date Company shall execute, and on or before upon request of the Termination Date by Company and delivery to the Company of a duly executed e-mail attachment Warrant Agent of the Notice 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 such deposit into its account. The Warrant Agent shall promptly confirm such notice in writing to the form annexed hereto Company. (e) The Warrant Agent shall, from time to time, as promptly as practicable following written request of the “Notice Company or an exercise of Exercise”). Within Warrants, advise the earlier Company of (i) two (2) Trading Days and the number of Warrants exercised as provided herein, (ii) the number instructions of Trading Days comprising each Holder with respect to delivery of the Standard Settlement Period Common Stock to which such Holder is entitled upon such exercise, and (iii) such other information as defined the Company shall reasonably request in Section 2(d)(iwriting. Such notice may be given by telephone to be promptly confirmed in writing. (f) herein) following The Company shall pay all documentary stamp taxes attributable to the date initial issuance of Warrants or to the issuance of Common Stock to the registered Holder of such Warrants upon exercise as aforesaidthereof; provided, however, that such Holder, 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 involved in the issuance of the Common Stock; and in the event that any such transfer is involved, 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all issue any Common Stock and such Holder’s purchase of the Common Stock issued upon the exercise of such Holder’s Warrant Shares available hereunder and the Warrant shall not be deemed to have been consummated until such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of ’s satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. Subject (a) On any Business Day prior to Section 2(e)the Expiration Date, a Holder may exercise a Warrant, net of the purchase rights represented by this Warrant may be madeUnexercised Discount, in whole or in part, at any time or times on or after the Initial by delivering to Coachmen such Warrant accompanied by a properly completed Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment of the Notice of Exercise Form in the form annexed hereto of Annex 1 and a check in an aggregate amount equal to the product obtained by multiplying (a) the Exercise Price by (b) the number of Warrant Shares being purchased (the “Notice Aggregate Exercise Price”); provided, however, in the event any Holder exercises a Warrant in connection with or immediately prior to a sale by such Holder of ExerciseWarrant Shares, in lieu of paying the aggregate Exercise Price therefor, such Holder may elect to effect a cashless exercise of the Warrant by receiving that number of Warrant Shares which is equal to the number of shares for which the Warrant is being exercised less the number of shares having an aggregate Market Price equal to the Aggregate Exercise Price. For purposes of this Section 3.1(a), the Market Price referred to in the previous sentence shall be the actual per share price at which such Holder sold such Warrant Shares; provided that the sale was not to an affiliate and was otherwise arms-length. Any partial exercise of a Warrant shall be for a whole number of Warrant Shares only. (b) On the date hereof, Coachmen has outstanding options to acquire 78,900 shares of Common Stock with exercise prices greater than $10, as set forth on Annex 4 (as adjusted for stock splits, etc., the “Out-of-Money Options”). Within The parties intend that the earlier number of shares of Common Stock subject to this Warrant will be reduced by twenty percent (20%) of the Out-of-Money Options that are not exercised. Consequently, as the holders of the Out-of-Money Options exercise such options, from time to time (i) two (2) Trading Days the Unexercised Discount will decline and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date shares of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price Common Stock subject 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwill increase.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any -------------------------------------------------- Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may --------------- be exercised on only one date: the Expiration Date] to Section 2(ethe Warrant Agent at its ------------------------------ corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are to be issued in Book-Entry form: and, in the ------------------------------------------------ case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the "Book-Entry Warrants") on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time,] (ii) an election to purchase the Warrant Securities ("Election to Purchase"), [For definitive Warrant ---------------------- Certificates: properly completed and executed by the Holder on the reverse of ------------- the Warrant Certificate] [If Warrants are to be issued in Book-Entry form: or, ------------------------------------------------ in the case of a Book-Entry Warrant Certificate, properly executed by the Participant and substantially in the form included on the reverse of each Warrant Certificate,] and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by a cashier's check or by wire transfer in immediately available funds. If any of (a) the Warrant Certificate [If Warrants are to be issued in Book-Entry form: or the Book-Entry ------------------------------------------------ Warrants,] (b) the Election to Purchase, or (c) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on [Unless ------ Warrants may be exercised on only one date: the specified Exercise Date, the ------------------------------------------- Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder [If Warrants are to be issued in -------------------------------- Book-Entry form: or Participant, as the case may be,] as soon as practicable. In ---------------- no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which funds for the exercise of the purchase rights represented by this Warrants are received of the amount so deposited to its account. The Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Agent shall promptly confirm such telephonic advice to the Company of a duly executed 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwriting.

Exercise of Warrants. Subject In the event the Closing shall not have occurred prior to Section 2(eApril 27, 1998 (or such later date on which the Warrants are to expire) (the "WARRANT EXERCISE DATE"), the Partnership shall exercise of the purchase rights represented by this Warrant may be made, Warrants in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery full prior to the Company close of a duly executed e-mail attachment of business, New York City time, on such date. In the Notice of event the Closing shall occur prior to the Warrant 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 aforesaidDate, the Holder Partnership shall deliver exercise the aggregate Exercise Price Warrants in full immediately prior 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of ExerciseClosing. 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. Notwithstanding anything herein to the contrary, the Holder The Partnership shall not be required to physically surrender exercise the Warrants in accordance with this Warrant Section 2.3(a) unless on or prior to the Company until Warrant Exercise Date or the Holder has purchased all of Closing Date, as the Warrant Shares case may be, it shall have received from Parent or Holdco Sub immediately available hereunder and the Warrant has been exercised funds in fullan amount equal to $28,356,015, in which case, the Holder shall surrender this Warrant is equal to the Company aggregate exercise price for cancellation within three the Warrants (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares "AGGREGATE EXERCISE PRICE"), or until immediately available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder funds in an amount equal to the applicable Aggregate Exercise Price have been transferred to the Company by Parent on behalf of the Partnership. The obligation of the Partnership to repay such advance shall be evidenced by a note in the form of Exhibit E (the "NOTE"), which note shall be secured by a pledge of the shares of Company Class A Common Stock issued upon exercise of the Warrants in the form of Exhibit F (the "PLEDGE"). The Partnership shall pay to Parent interest on the Aggregate Exercise Price from (and including) the date on which the Aggregate Exercise Price is advanced to (or on behalf of) the Partnership to (but excluding) the date the Note (and such interest) is repaid. Such interest, if any, and the Aggregate Exercise Price shall be payable by the Partnership to Parent, without offset, at the earlier to occur of (i) the Closing and (ii) the date this Agreement is terminated in accordance with its terms (the "TERMINATION DATE"). Such interest shall accrue (A) for any period ending on or prior to July 25, 1998, at a rate equal to the sum of the "Applicable Eurodollar Margin" and the "Eurodollar Rate" at the time in effect under the Credit Agreement, assuming a 30-day Interest Period (as defined in the Credit Agreement) (such interest rate from time to time in effect, the "REVOLVING INTEREST RATE"; PROVIDED, HOWEVER, that no amendment to the Credit Agreement shall have the effect of modifying the Revolving Interest Rate hereunder) and (B) for any period from and including July 25, 1998, at a rate of 10% per annum. If the Closing occurs, the aggregate Cash Election Share Price payable and/or the aggregate number of Warrant Exchange Shares purchased. The Holder to be delivered by Parent and Holdco Sub at the Company Closing shall maintain records showing be reduced by the number amount of Warrant Shares purchased principal and interest payable by the date Partnership under the Note (the "PAYOFF AMOUNT") in respect of such purchases. The Company shall deliver any objection each Partner in proportion to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason each Partner's allocable share of the provisions Payoff Amount, the determination of this paragraph, following the purchase of a portion of the Warrant Payoff Amount allocable to the Cash Electing Partners and the Share Electing Partners to be made by the Partnership and notified to Parent in writing at least three Business Days in advance of the Closing. Any reduction in the Exchange Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may to be less than the amount stated issued shall be based on the face hereofaverage closing price for Parent Class A Common Stock as of the close of business for each of the ten trading days ending on and including the third Business Day preceding the Closing Date.

Exercise of Warrants. Subject During the Exercise Period, each Holder may, subject to Section 2(e)this Agreement, exercise from time to time some or all of the purchase rights represented Warrants evidenced by this its Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date Certificate(s) by delivery (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a duly executed e-mail attachment of registered security exchange or the Notice of Exercise in the form annexed hereto NASD, Inc. (the “Notice of ExerciseNASD”). Within , or, to the earlier of (i) two (2) Trading Days extent held in “street” name, Holder shall comply with applicable law, and (ii) paying to the number Warrant Agent, in cash by wire transfer of Trading Days comprising immediately available funds to the Standard Settlement Period (as defined in Section 2(d)(i) herein) following Warrant Agent for the date account of exercise as aforesaidthe Company, 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date in respect of which such purchases. The Company shall deliver any objection Warrants are exercised; provided, however, that with respect to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The and all Warrants exercised on or after February 27, 2006, any Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason so exercising may elect not to pay to the Warrant Agent for the account of the provisions Company the Exercise Price for such Warrants in cash and instead such Holder may elect to receive a number of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, equal to (A) the number of Warrant Shares available for purchase hereunder which such Holder’s Warrants are exercised minus (B) the number of Warrant Shares that could be acquired at any given time may be less than the amount stated last reported per share sale price of the Warrant Shares on the face hereofNew York Stock Exchange on the date of such exercise for an amount in cash equal to the aggregate Exercise Price for such Warrants (excluding any brokerage fees or other costs or commissions). Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is received by the Warrant Agent, provided that if Warrants are exercised pursuant to the proviso in the foregoing sentence, the Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent.”

Exercise of Warrants. 3.3.1 Subject to Section 2(e)the provisions of the Warrant and this Agreement. a Whole Warrant may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, or at the office of its successor as Warrant Agent, with the subscription form, as set forth in the Warrant, duly executed, and paying in full the Warrant Price for each full share of Common Stock as to which the Whole Warrant is exercised and any and all applicable taxes due in connection with the exercise of the purchase rights represented Whole Warrant, the exchange of the Whole Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: (a) by this Warrant may be made, wire transfer of immediately available funds in whole good certified check or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery good bank draft payable to the Company of a duly executed e-mail attachment order of the Notice Warrant Agent; (b) upon a redemption pursuant to Section 6 hereof in which the Company’s board of Exercise in the form annexed hereto directors (the “Notice Board”) has elected to require all holders of Exercise”). Within the earlier Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrant for that number of shares of Common Stock equal to the quotient obtained by dividing (ix) two (2) Trading Days and (ii) the product of the number of Trading Days comprising shares of Common Stock underlying the Standard Settlement Period Warrant, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined in this subsection 3.3.1(b)) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 2(d)(i6.3, “Fair Market Value’’ shall mean the average last sale price per share of the Common Stock for the ten (10) herein) following trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants: (c) with respect to any Placement Warrant exercised on a “cashless basis.” so long as such Placement Warrant is held by the Sponsor, Cantor, or their Permitted Transferees, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1 (c), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last sale price of the Common Stock for the ten ( l 0) trading day period ending on the third trading day prior to the date on which notice 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and is sent to the Warrant has been exercised Agent; or (d) as provided in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face Section 7.4 hereof.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented 3.1 The Subscription Rights conferred by this a Warrant may be made, exercised in whole or in part, part (on one or more occasions) by the relevant Holder at any time or times on or after during the Initial Exercise Date and on or before Period by the Termination Date by delivery Holder giving to the Company of a duly executed e-mail attachment of not less than 3 Business Days’ notice in writing by the Holder completing the Exercise 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 which shall state the date of exercise completion or shall be such other date as aforesaid, agreed between the Holder shall deliver and the aggregate Exercise Price Company) and delivering the same to the Company, provided that any delay in giving such notice to the Company for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn relation to an Exit shall be no impediment on a United States bank unless Holder exercising its Subscription Rights. 3.2 The Company shall give the cashless exercise procedure specified Holders not less than 10 Business Days advance notice in Section 2(c) below is then permitted and is specified in writing of the applicable Notice proposed occurrence of Exercise. No ink-original Notice of Exercise an Exit, which notice shall be required, nor state the date on which the Exit shall any medallion guarantee take place (or other type of guarantee or notarizationthereabouts) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and that such Holder shall be entitled to subscribe for under the date of such purchasesWarrants on or before the Exit. The Company shall deliver any objection at the same time as giving such notice to the Holders also provide each Holder with all relevant financial particulars in relation to any Notice of Exercise within one proposed Exit and any draft sale and purchase agreement or other relevant legal documentation (1including any written term sheets provided to the Company) Trading Day of receipt to enable the Holder to decide whether to participate in such Exit through the exercise of such noticeXxxxxx’s Subscription Rights. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of Company shall procure that all the Warrant Shares hereunder(and any shares into which such Warrant Shares are convertible) held by the Holder shall be included in any quotation or listing connected with a Listing. 3.3 Each Holder shall have the right at any time within the Exercise Period to subscribe, and (at the option of the Holder) if in respect of an Exit conditionally on or immediately prior to completion of the Exit, for the number of Warrant Shares available calculated in accordance with Conditions 4.1 or 4.2 (as the case may be) at the Subscription Price for purchase hereunder each Warrant Share to be issued pursuant to the exercise of the Subscription Rights. Subject to the Company having complied with its notification obligations in full in accordance with Condition 3.2 above, if the Subscription Rights have not been exercised on the occurrence of a Sale Event, the Subscription Rights and Warrants shall lapse immediately after the occurrence of a Sale Event and the Company shall be under no further obligation to the Holders in respect of the Warrants (except for any antecedent breaches under these Conditions). For the avoidance of doubt (save as set out in this Condition 3.3 in relation to a Sale Event) the Subscription Rights and Warrants shall not lapse on the occurrence of an Exit and shall be exercisable (in accordance with the terms of these Conditions) prior to, upon or following an Exit. 3.4 If Subscription Rights are exercised conditionally on or immediately prior to the happening of an Exit and the Exit does not become unconditional within one month after the exercise, the aggregate Subscription Price for the Subscription Rights exercised and received by the Company shall be returned to such Holder together with his Certificate and the Warrants may be exercised again on the terms of this Condition 3. 3.5 On or before completion of the exercise of the Subscription Rights, the Holder shall lodge with the Company at its registered office for the time being the Holder’s Certificate together with a remittance for the aggregate Subscription Price payable for the Warrant Shares in respect of which Subscription Rights are to be exercised. 3.6 The Company undertakes that, subject to receipt of the Subscription Price for the Warrant Shares in respect of which Subscription Rights are to be exercised upon completion of the exercise of the Warrant(s) by the Holder(s) in accordance with this Condition 3 it shall allot and issue to the Holder(s) the Warrant Shares constituted by such Warrant(s) free from all Encumbrances, shall enter the name of the Holder(s) in the electronic register of members of the Company in respect of the number of Warrant Shares issued to it, and deliver to the Holder(s) a Certificate in respect of such Warrant Shares on the date of issue. 3.7 The Warrant Shares issued on exercise of the Subscription Rights shall rank pari passu with the other Shares of the same class as the Warrant Shares so issued (and shall benefit from all of the same rights attached to those Shares including, but without limitation, as to any liquidation preference) except that the Warrant Shares so allotted will not rank for any dividend or other distribution which has previously been announced or declared if the record date for such dividend or other distribution is prior to the issue date of the relevant Warrant Shares. 3.8 For the avoidance of doubt, the Subscription Rights may be exercised by any Holder at any time and on any one or more occasions during the Exercise Period, and any Exercise Notice or other notice given time by a Holder to the Company in relation to the exercise of Subscription Rights may be withdrawn by a Holder provided that no such notice may be withdrawn after the issue of Warrant Shares resulting from the exercise of the Subscription Rights. 3.9 In the event that the entire issued share capital of the Company is sold or is to be sold where as a result of such sale the shareholders of the Company would hold shares in the capital of the acquirer of the Company (the “New Purchaser”) which confer in aggregate 30% or more of the total voting rights conferred on all the shares in the equity share capital of that New Purchaser, provided that the Warrants have not been exercised and completed prior to the date of such sale, the Company shall use all reasonable endeavours to procure that the New Purchaser issues warrants to the Holders in place of Warrants under these Conditions on terms approved by the Holders, substantially similar to the terms of these Conditions and with the same economic benefit to the Holders (the “New Warrants”). Upon issue of the New Warrants the Warrants under these Conditions shall lapse. 3.10 To the extent that any of the Warrants remain to be exercised, the Company undertakes to send the Holders a written notice not less than 28 days prior to the expiry of the Exercise Period notifying them of the impending expiry of this Instrument. If the Company fails to serve such notice at least 28 days prior to the expiry of the Exercise Period, then the Exercise Period shall be extended so that the Holders will always have 28 days from the date of service of the notice to exercise the Subscription Rights. 3.11 The Company will procure in the event of an Exit that the Holders are not required for the purpose of, or in connection with, such event (i) to give any warranties or indemnities (other than as to title to shares registered in its/their respective name(s) or the names of their nominees, and as to their capacity and authority to effect the relevant event); or (ii) to make any contribution to the costs (including legal and accountancy fees and disbursements) incurred by any other party in connection with such Exit. 3.12 If during the Exercise Period a Winding-Up occurs each Holder shall, in respect of its unexercised Subscription Rights, be treated as if it had fully exercised its outstanding Subscription Rights on the day immediately preceding the happening of the Winding-Up and shall receive out of the surplus assets of the Company available in the liquidation such sum as it would have received if it had been registered as the holder of the number of fully paid Warrant Shares for which it is entitled to subscribe after the deduction from such sum of a sum equal to the Strike Price in respect of those Warrant Shares. 3.13 In the event that there is an Exit and the Holders following exercise of Subscription Rights in full would receive an amount less than the amount stated on Euro Equivalent of USD2,500,000 in aggregate out of the face hereofproceeds of the Exit, then the Holders shall have the right to elect to waive all rights under this Instrument and instead require the Company to make a cash payment to the Holders of the Euro Equivalent of USD2,500,000 at the same time as paying proceeds to other shareholders participating in the Exit.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to Section 2(ethe Warrant Agent at its office designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, and, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly executed by the Participant and substantially in the form included on the reverse of each Warrant Certificate, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall reasonably endeavor to advise the Company at the end of each day on which funds for the exercise of the purchase rights represented Warrants are received of the amount so deposited to its account. (b) The Warrant Agent shall, by this Warrant may be made, in whole or in part, at any time or times 11:00 A.M on or after the Initial Business Day following the Exercise Date and on or before the Termination Date by delivery of any Warrant, reasonably endeavor to advise the Company of a duly executed e-mail attachment and the transfer agent and registrar in respect 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) Shares issuable upon such exercise as to the number of Trading Days comprising Warrants exercised in accordance with the Standard Settlement Period terms and conditions of this Agreement, the instructions of each Holder or Participant, as the case may be, with respect to delivery of the Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates or one or more Book-Entry Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, and, to the extent the Warrant Agent is in possession of it, such other information as the Company or such transfer agent and registrar shall reasonably require. (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant, execute, issue and deliver to the Warrant Agent, the Shares to which such Holder is entitled, in fully registered form, registered in such name or names as defined may be directed by such Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares, to or upon the order of the Holder or Participant, as the case may be, together with, or preceded by the prospectus referred to in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price 6.07 hereof. The Company agrees that it will provide such information and documents to the Company Warrant Agent as may be necessary for the Warrant Agent to fulfill its obligations hereunder. (d) The accrual of dividends, if any, on the Shares specified issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former Holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable Notice to such Shares. (e) Warrants may be exercised only in whole numbers of Exercise Warrants. If fewer than all of the Warrants evidenced by wire transfer or cashier’s check drawn on a United States bank unless Warrant Certificate are exercised, a new Warrant Certificate for the cashless exercise procedure specified number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2(c) below is then permitted 1.02 hereof, and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein delivered to the contrary, Holder at the Holder address specified on the books of the Warrant Agent or as otherwise specified by such Holder. (f) The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Shares until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of ’s satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. Subject to Section 2(e), exercise a. Upon surrender of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after with the Initial Exercise Date Form of Election to Purchase attached hereto duly completed and on or before the Termination Date by delivery to the Company of a duly executed 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered signed to the Company. Partial exercises of this Warrant resulting , at its address set forth in purchases of a portion Section 11 hereof, and upon payment and delivery of the total number of Exercise Price per Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing Share multiplied by the number of Warrant Shares purchased and that the date Warrant Holder intends to purchase hereunder, in lawful money of such purchases. The the United States of America, in cash, by certified or official bank check to the Company, or with a reduction in the aggregate principal amount of notes of the Company or any of the Company’s subsidiaries made in favor of the Warrant Holder (as specified by the Warrant Holder in the Form of Election to Purchase), the Company shall promptly issue and deliver any objection to any Notice or, upon the written order of Exercise within one the Warrant Holder, in such name or names as the Warrant Holder may designate (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), acknowledge and agree thata certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by reason the 1933 Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become the holder of record of such Warrant Shares as of the provisions Date of Exercise of this paragraph, following Warrant. In the purchase event that the Warrant Holder chooses to exercise this Warrant by reducing the aggregate principal amount of a portion notes made by the Company or any of its subsidiaries in favor of the Warrant Shares hereunderHolder, the Warrant Holder shall deliver the original note to the Company (provided that the Warrant Holder has complied with all applicable terms of any escrow agreement pursuant to which the notes are being held). In addition to issuing the Warrant Shares as described above, the Company shall, or shall cause its subsidiary to, issue a new note to the Warrant Holder with an aggregate principal amount equal to the aggregate principal amount of the original note less the exercise price of the Warrant attributable to such note. In the event that the Date of Exercise (as defined below) is prior to the date that the Company has increased it authorized shares of Common Stock to accommodate the exercise of the Warrants, the Warrant Holder agrees that the Warrant Holder will not be entitled to receive the Warrant Shares issuable to him upon such exercise until such time as the Company has increased its number of authorized shares of Common Stock to accommodate the exercise of the Warrants, provided that, as promptly as practicable after the date the Company has increased its authorized shares of Common Stock to accommodate the issuance of the Warrant Shares, the Company shall issue such number of Warrant Shares available for purchase hereunder at any given time may be less than as the amount stated Warrant Holder would have been entitled to receive on the face hereofDate of Exercise.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may be exercised on only one date: the Expiration Date] to Section 2(ethe Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are to be issued in Book-Entry form: and, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the "Book-Entry Warrants") on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time,] (ii) an election to purchase the Warrant Securities ("Election to Purchase"), exercise [For definitive Warrant Certificates: properly completed and executed by the Holder on the reverse of the purchase rights represented by this Warrant may Certificate] [If Warrants are to be madeissued in Book-Entry form: or, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company case of a duly Book-Entry Warrant Certificate, properly executed e-mail attachment of by the Notice of Exercise Participant and substantially in the form annexed hereto included on the reverse of each Warrant Certificate,] and (iii) the “Notice Exercise Price for each Warrant to be exercised in lawful money of Exercise”)the United States of America by a cashier's check or by wire transfer in immediately available funds. Within the earlier If any of (ia) two the Warrant Certificate [If Warrants are to be issued in Book-Entry form: or the Book-Entry Warrants,] (2b) Trading Days the Election to Purchase, or (c) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise (iib) The Warrant Agent shall, by 11:00 A.M. on the Business Day following the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], advise the Company and the [Trustee under the Indenture applicable to] [the transfer agent and registrar in respect of] the Warrant Securities issuable upon such exercise as to the number of Trading Days comprising Warrants exercised in accordance with the Standard Settlement Period terms and conditions of this Agreement, the instructions of each Holder [If Warrants are to be issued in Book-Entry form: or Participant, as the case may be,] with respect to delivery of the Warrant Securities issuable upon such exercise, and the delivery of definitive Warrant Certificates [If Warrants are to be issued in Book-Entry form: or one or more Book-Entry Warrant Certificates, as appropriate,] evidencing the balance, if any, of the Warrants remaining after such exercise, and such other information as the Company or such [Trustee] [transfer agent and registrar] shall reasonably require. (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], execute, issue and deliver to the Warrant Agent, [pursuant to the Indenture applicable to the Warrant Securities, the Warrant Securities, duly authenticated by the Trustee of such Indenture and in authorized denominations] [the Warrant Securities] to which such Holder is entitled, in fully registered form, registered in such name or names as defined may be directed by such Holder [If Warrants are to be issued in Book-Entry form: or the Participant, as the case may be]. Upon receipt of such Warrant Securities, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding [Unless Warrants may be exercised on only one date: such Exercise Date] [If Warrants may be exercised on only one date: the Expiration Date], transmit such Warrant Securities, to or upon the order of the Holder [If Warrants are to be issued in Book-Entry (d) The accrual of [interest] [dividends], if any, on the Warrant Securities issued upon the valid exercise of any Warrant will be governed by the terms of the applicable [Indenture] [certificate of designations] and such Warrant Securities. From and after the issuance of such Warrant Securities, the former Holder of the Warrants exercised will be entitled to the benefits of the [Indenture] [certificate of designations] under which such Warrant Securities are issued and such former Holder's right to receive payments of [principal of (and premium, if any) and interest, if any, on] [dividends and any other amounts payable in respect of] the Warrant Securities shall be governed by, and shall be subject to, the terms and provisions of such [Indenture] [certificate of designations] and the Warrant Securities. (e) Warrants may be exercised only in whole numbers of Warrants. [Unless Warrants may be exercised on only one date: If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2(d)(i) herein) following the date of exercise as aforesaid1.02 hereof, and delivered to the Holder shall deliver at the aggregate Exercise Price to address specified on the Company for books of the Warrant Shares Agent or as otherwise specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(csuch Holder.] (f) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the Company until the Holder has purchased all issue of the Warrant Shares available hereunder Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Securities until such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of 's satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. Subject to Section 2(e), exercise (a) Upon presentation and surrender at the principal executive office of the purchase rights represented Company of this Warrant during the Exercise Period, along with the Election to Purchase form attached hereto as Exhibit A duly executed, together with a check to the Company in the amount of the Exercise Price multiplied by the number of shares of Common Stock being purchased, the Company will cause its Transfer Agent to deliver to the holder hereof, certificates of Common Stock which in the aggregate represent the number of shares of Common Stock being purchased. This Warrant may be partially exercised and, in the case of such partial exercise, the Company, upon surrender hereof, will deliver to the Holder a new Warrant representing the number of shares which have not been exercised. (b) If at any time after the six month anniversary of the Initial Exercise Date set forth above, or any successor provision then in effect, there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of Common Stock underlying this Warrant by the Holder, then this Warrant may also be madeexercised, in whole or in part, solely with respect to such unregistered shares of Common Stock, at any such time or times on or after by means of a “cashless exercise” in which the Initial Exercise Date and on or before the Termination Date by delivery Holder shall be entitled to receive a number of shares of Common Stock underlying this Warrant equal to the Company of a duly executed equotient obtained by dividing [(A-mail attachment of B) (X)] by (A), where: (A) = 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 VWAP (as defined in Section 2(d)(ibelow) herein) following on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of exercise a “cashless exercise,” as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified set forth in the applicable Notice of Election to Purchase; (B) = the Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance Price of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares as may be adjusted hereunder, ; and (X) = the number of shares of Common Stock underlying this Warrant Shares available for purchase hereunder at any given time may that would be less issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than the amount stated on the face hereofa cashless exercise.

Exercise of Warrants. Subject to Section 2(e), exercise a. Exercise of the purchase rights represented by this Warrant may shall be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by made upon delivery to the Company at the address and the manner set forth in Section 7, of (i) this Warrant; (ii) a duly completed and executed e-mail attachment of the Notice of Exercise election notice, in the form annexed attached hereto (the “Notice of ExerciseElection Notice”). Within the earlier of (i) two (2) Trading Days and (iiiii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per Share in effect at the time of exercise multiplied by the number of 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 Election Notice, or cashier’s check drawn on (b) if a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of registration statement registering the Warrant Shares available hereunder and is not effective at the time of exercise then the Warrant has been may be exercised through a cashless exercise provided in full, Section 4(b) below. The Company shall promptly (but in which case, no event later than five (5) business days after the Holder shall surrender this Warrant Date of Exercise (as defined herein)) issue and deliver to the Company for cancellation within three (3) Trading Days Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, evidence that the Warrant Shares have been issued upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the date the final Notice Date of Exercise is of this Warrant. All Warrant Shares delivered to the Company. Partial exercises Warrant Holder the Company covenants, shall upon due exercise of this Warrant resulting in purchases of a portion Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per Share of the total Company (as quoted by NASDAQ or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one Shares of the Company is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, if a registration statement registering the Warrant Shares is not effective at the time of exercise then the Warrant may be exercised by the Warrant Holder electing to receive that number of Warrant Shares available hereunder shall have computed using the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one following formula: X = Y (1A-B) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.where

Exercise of Warrants. Subject (a) The Holder may, at any time prior to Section 2(ethe Termination Date, exercise this Placement Agent Warrant in whole or in part at an exercise price per Placement Agent Unit equal to $24,000 per unit (the “Warrant Price”), by the surrender of this Placement Agent Warrant (properly endorsed) at the principal office of the Corporation, or at such other agency or office of the Corporation in the United States of America as the Corporation may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Corporation, and by payment to the Corporation of the Warrant Price in lawful funds of the United States by check or wire transfer for each Placement Agent Unit being purchased. Upon any partial exercise of this Placement Agent Warrant, there shall be executed and issued to the Holder a new Placement Agent Warrant in respect of the Placement Agent Units as to which this Placement Agent Warrant shall not have been exercised. In the event of the exercise of the purchase rights represented by this Placement Agent Warrant, a certificate or certificates for the components of the Placement Agent Units so purchased, as applicable, registered in the name of the Holder, shall be delivered to the Holder hereof as soon as practicable after the rights represented by this Placement Agent Warrant shall have been so exercised. (i) If, but only if, at any time after one year from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Shares and the Warrant Shares by the Holder, this Placement Agent Warrant may also be madeexercised at such time by means of a “cashless exercise” in which, at any time prior to the Termination Date, the Holder of this Placement Agent Warrant may, at its option, exchange this Placement Agent Warrant, in whole or in partpart (a “Warrant Exchange”), for Placement Agent Units by surrendering this Placement Agent Warrant at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment principal office of the Notice Corporation, accompanied by a notice stating such Holder’s intent to effect such exchange, the number of Exercise in Placement Agent Units to be exchanged and the form annexed hereto date on which the Holder requests that such Warrant Exchange occur (the “Notice of ExerciseExchange”). 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 Warrant Exchange shall take place on 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 Exchange or, if later, within five (5) days of the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in date the applicable Notice of ExerciseExchange is received by the Corporation (the “Exchange Date”). No ink-original The date on which the Corporation receives the Notice of Exchange is hereafter referred to as the “Exercise Date”. Certificates for the Shares and Warrant Shares underlying the Placement Agent Units issuable upon such Warrant Exchange and, if applicable, a new Placement Agent Warrant of like tenor evidencing the balance of the Placement Agent Units remaining subject to this Warrant, shall be required, nor shall any medallion guarantee (or other type issued as of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein the Exchange Date and delivered to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, business days following the purchase of a portion of the Exchange Date. In connection with any Warrant Shares hereunderExchange, the number of Units issued to the Holder shall be determined according to the following formula: X = Y(A-B) A Where: X = the number of Placement Agent Units that shall be issued to the Holder; Y = the number of Placement Agent Units for which this Placement Agent Warrant Shares available for purchase hereunder at any given time may is being exercised (which shall include both the number of Units issued to the Holder and the number of Placement Agent Units subject to the portion of the Placement Agent Warrant being exchanged in payment of the Warrant Price); A = the product of (1) 30,000, multiplied by (2) the Fair Market Value (as defined below) of one share of Common Stock; and B = the Warrant Price then in effect. (ii) The Fair Market Value per share of Common Stock shall be less than determined as follows: (1) If the Common Stock is listed on the OTC Bulletin Board, the Fair Market Value per share of Common Stock shall be deemed to be the Closing Bid Price (as hereinafter defined) on the trading day immediately preceding the Exercise Date, or (2) if the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock on the trading day immediately preceding the Exercise Date. (B) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount stated on most recently determined by the face hereofBoard of Directors of the Corporation (the “Board”) to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the Corporation); and, upon request of the Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 10 days after such request, notify the Holder of the Fair Market Value per share of Common Stock and furnish the Holder with reasonable documentation of the Board’s determination of such Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board shall make, and shall provide or cause to be provided to the Holder notice of, a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made and notice thereof is provided to the Holder. (C) In the event that any calculation pursuant to this subsection 1(b) yields a fractional Placement Agent Unit to be issued, the number of Shares and Warrants to be issued in respect of such fractional Placement Agent Unit shall be the product of such fraction, multiplied by the number of Shares and Warrants issuable in respect of a full Placement Agent Unit, with any fractional Shares or Warrants yielded by such calculation rounded up or down to the nearest whole Share.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to Section 2(ethe Warrant Agent at its stock transfer division (i) the Warrant Certificate evidencing the Warrants to be exercised, and, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly executed by the Participant and substantially in the form included on the reverse of each Warrant Certificate, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each day on which funds for the exercise of the purchase rights represented by this Warrants are received of the amount so deposited to its account. The Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall, by 11:00 A.M on the Business Day following the Exercise Date of a duly executed e-mail attachment any Warrant, advise the Company and the transfer agent and registrar in respect 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) Shares issuable upon such exercise as to the number of Trading Days comprising Warrants exercised in accordance with the Standard Settlement Period terms and conditions of this Agreement, the instructions of each Holder or Participant, as the case may be, with respect to delivery of the Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates or one or more Book-Entry Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, and such other information as the Company or such transfer agent and registrar shall reasonably require. (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant, execute, issue and deliver to the Warrant Agent, the Shares to which such Holder is entitled, fully registered in the stock ledger and transfer books of the Company, registered in such name or names as may be directed by such Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares, to or upon the order of the Holder or Participant, as the case may be, together with, or preceded by the Prospectus (as defined in Section 2(d)(i6.07) herein) following or notice referred to in Section 6.07 hereof. The Company agrees that it will provide the date of exercise Prospectus or notice to the Warrant Agent as aforesaidmay be necessary for the Warrant Agent to fulfill its obligations hereunder. Notwithstanding the foregoing, the Holder Company shall not be obligated to deliver any Shares pursuant to the aggregate Exercise Price exercise of a Warrant and shall have no obligation to settle the Warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Shares is effective and a Prospectus is available for delivery by the Warrant Agent, subject to the Company satisfying its obligations under Section 3.04 to use its best efforts. In the event that a registration statement with respect to the Shares underlying a Warrant is not effective under the Securities Act or a Prospectus is not available for delivery by the Warrant Shares specified in Agent, the applicable Notice holder of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless such Warrant shall not be entitled to exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be requiredsuch Warrant. Notwithstanding anything herein to the contrarycontrary in this Warrant Agreement, under no circumstances will the Holder shall not Company be required to physically surrender this Warrant to the Company until the Holder has purchased all of net cash settle the Warrant exercise. Warrants may not be exercised by, or Shares available hereunder and the Warrant has been exercised issued to, any registered holder in full, any state in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Companysuch exercise would be unlawful. Partial exercises As a result of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.subsection 2.03

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may be exercised on only one date: the Expiration Date] to Section 2(ethe Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, and, in the case of a Global Warrant Certificate, the Warrants to be exercised (the "Book-Entry Warrants") free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Securities ("Election to Purchase"), properly completed and executed by the Holder on the reverse of the Warrant Certificate or, in the case of a Global Warrant Certificate, properly executed by the Participant and substantially in the form included on the reverse of each Warrant Certificate, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (a) the Warrant Certificate or the Book-Entry Warrants, (b) the Election to Purchase, or (c) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which funds for the exercise of the purchase rights represented by this Warrants are received of the amount so deposited to its account. The Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall, by 11:00 A.M. on the Business Day following the [Unless Warrants may be exercised on only one date: Exercise Date of a duly executed e-mail attachment of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], advise the Notice of Exercise Company and the [Trustee under the Indenture applicable to] [the transfer agent and registrar in respect of] the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) Warrant Securities issuable upon such exercise as to the number of Trading Days comprising Warrants exercised in accordance with the Standard Settlement Period terms and conditions of this Agreement, the instructions of each Holder or Participant, as the case may be, with respect to delivery of the Warrant Securities issuable upon such exercise, and the delivery of definitive Warrant Certificates or one or more Global Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, and such other information as the Company or such [Trustee] [transfer agent and registrar] shall reasonably require. (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], execute, issue and deliver to the Warrant Agent, [pursuant to the Indenture applicable to the Warrant Securities, the Warrant Securities, duly authenticated by the Trustee of such Indenture and in authorized denominations] [the Warrant Securities] to which such Holder is entitled, in fully registered form, registered in such name or names as defined may be directed by such Holder or the Participant, as the case may be. Upon receipt of such Warrant Securities, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding [Unless Warrants may be exercised on only one date: such Exercise Date] [If Warrants may be exercised on only one date: the Expiration Date], transmit such Warrant Securities, to or upon the order of the Holder or Participant, as the case may be, together with, or preceded by the prospectus referred to in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price 5.06 hereof. The Company agrees that it will provide such information and documents to the Company Warrant Agent as may be necessary for the Warrant Shares specified in Agent to fulfill its obligations hereunder. (d) The accrual of [interest] [dividends], if any, on the Warrant Securities issued upon the valid exercise of any Warrant will be governed by the terms of the applicable Notice [Indenture] [amendment to the Company's certificate of Exercise incorporation ("Amendment")] and such Warrant Securities. From and after the issuance of such Warrant Securities, the former Holder of the Warrants exercised will be entitled to the benefits of the [Indenture] [Amendment] under which such Warrant Securities are issued and such former Holder's right to receive payments of [principal of (and premium, if any) and interest, if any, on] [dividends and any other amounts payable in respect of] the Warrant Securities shall be governed by, and shall be subject to, the terms and provisions of such [Indenture] [Amendment] and the Warrant Securities. (e) Warrants may be exercised only in whole numbers of Warrants. [Unless Warrants may be exercised on only one date: If fewer than all of the Warrants evidenced by wire transfer or cashier’s check drawn on a United States bank unless Warrant Certificate are exercised, a new Warrant Certificate for the cashless exercise procedure specified number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2(c) below is then permitted 1.02 hereof, and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein delivered to the contrary, Holder at the Holder address specified on the books of the Warrant Agent or as otherwise specified by such Holder.] (f) The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the Company until the Holder has purchased all issue of the Warrant Shares available hereunder Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Securities until such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of 's satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. Subject (a) During the period specified in Section 2.2, any whole number of Warrants may be exercised by providing certain information set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [if applicable -- insert relevant foreign currency, currency unit or composite currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer], in immediately available funds, the Warrant Price for each Warrant exercised, to Section 2(e)the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt, within three business days of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of R&B Falcon maintained with it and shall advise R&B Falcon by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment Warrants is received of the Notice of Exercise amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to R&B Falcon in the form annexed hereto writing. (the “Notice of Exercise”). Within the earlier b) The Warrant Agent shall, from time to time, as promptly as practicable, advise R&B Falcon of (i) two (2) Trading Days and the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as R&B Falcon shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, R&B Falcon shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled in fully registered form, registered in such name or names as may be directed by such holder. Such certificate or certificates evidencing the Warrant Securities shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Warrant Securities as of the close of business on the exercise date. No fractional Warrant Securities will be issued upon exercise of any Warrant. For each fractional Warrant Security that would otherwise be issued, R&B Falcon will pay by company check in an amount equal to such fraction multiplied by the closing sales price of the Warrant Securities on the principal national securities exchange on which they are listed (or if not so listed, another equivalent means reasonably determined by R&B Falcon) on the business day immediately preceding the exercise date. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, R&B Falcon shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of Trading Days comprising the Standard Settlement Period such Warrants remaining unexercised. (as defined in Section 2(d)(id) 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder R&B Falcon shall not be required to physically surrender this Warrant pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the Company until the Holder has purchased all issue of the Warrant Shares available hereunder Securities; and in the event that any such transfer is involved, R&B Falcon 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 exercised in full, in which case, the Holder shall surrender this Warrant established to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise R&B Falcon's satisfaction that no such tax or other charge is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofdue.

Exercise of Warrants. Subject to Section 2(e), exercise (a) All or any part of this Warrant shall be exercisable by the purchase rights represented registered Holder in any manner permitted by this Warrant may be made, in whole or in part, (including Section 11) at any time or times and from time to time on or after the Initial Exercise Date Original Issue Date, and on or before the Termination Date such rights shall not expire. (b) The Holder may exercise this Warrant by delivery delivering to the Company of a duly executed e-mail attachment of the Notice of Exercise (i) an exercise notice, in the form annexed hereto attached as Schedule 1 (the “Notice of ExerciseExercise Notice”). Within the earlier of (i) two (2) Trading Days , completed and duly signed, and (ii) payment of the Exercise Price for the number of Trading Days comprising Warrant Shares as to which this Warrant is being exercised (which may take the Standard Settlement Period (as defined form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 2(d)(i) herein) following 10 below), and the date on which the last of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price such items is delivered to the Company for (as determined in accordance with the Warrant Shares specified in the applicable Notice of notice provisions hereof) is an “Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Date.” The Holder shall not be required to physically surrender deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. (c) The aggregate exercise price of this Warrant Warrant, except for the Exercise Price, was pre-funded to the Company until on or before the Original Issue Date, and consequently no additional consideration (other than the Exercise Price) shall be required to be paid by the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises effect any exercise of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such noticeWarrant. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraphsection, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Subject to Section 2(e), exercise (a) All or any part of this Warrant shall be exercisable by the purchase rights represented registered Holder in any manner permitted by this Warrant may be made, in whole or in part, at any time or times and from time to time on or after the Initial Exercise Date Date. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the aggregate Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice and such “cashless exercise” is permitted pursuant to Section 10 below), and the date on which an Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date”. The aggregate exercise price of this Warrant, except for the Exercise Price, was pre-funded to the Company on or before the Termination Date Original Issue Date, and consequently no additional consideration (other than the Exercise Price) shall be required by delivery to be paid by the Holder to effect any exercise of this Warrant. The Holder shall not be entitled to the Company return or refund of all, or any portion, of such pre-funded exercise price under any circumstance or for any reason whatsoever. In the event that the aggregate Exercise Price is being paid in cash (a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto (the “Notice of Cash 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 Exercise Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day following the Exercise Date (the “Exercise Price Delivery Deadline”). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of receipt the Exercise Notice shall have the same effect as cancellation of such noticethe original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Subject The Holder's right to Section 2(e)exercise this Warrant -------------------- shall vest in equal increments at the first, exercise second and third anniversaries of the purchase rights represented by date of issuance of this Warrant; provided, however, that the Holder's right to exercise the Warrant may be made, shall fully vest immediately prior to a public offering of the Company's common stock. This Warrant is exercisable in whole or in partpart at the Exercise Price per share of Common Stock payable hereunder, at payable in cash or by certified or official bank check. The only condition to vesting of the Holder's right to exercise this Warrant shall be the passage of time and Holder's right to exercise the Option shall not be terminated for any time reason, including (without limitation) by reason of death, disability, incapacity or times on or after termination of employment. Upon surrender of this Warrant Certificate with the Initial annexed Notice of Exercise Date and on or before the Termination Date Form duly executed, (which Notice of Exercise Form may be submitted either by delivery to the Company or by facsimile transmission as provided in Section 8 hereof), together with payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. For the purposes of this Section 2, "Market Value" shall be an amount equal to the average closing bid price of a duly executed eshare of Common Stock, as reported by Bloomberg, LP or, if not so reported, as reported on the over-mail attachment the- counter market for the five (5) trading days preceding the Company's receipt 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) Form duly executed multiplied by the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date shares of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price Common Stock 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically issued upon surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedCertificate. The Holder and the Company shall 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 UPON EXERCISE OF THE WARRANT AND ISSUANCE OF THE UNDERLYING SHARES OF COMMON STOCK, THE HOLDER AND/OR ANY AFFILIATE (1AS DEFINED BY THE SECURITIES AND EXCHANGE ACT OF 1934) Trading Day of receipt of such notice. The Holder and any assigneeTO WHOM SOME OR ALL OF THE WARRANT SHALL HAVE BEEN TRANSFERRED OR ASSIGNED SHALL GRANT TO XXXXXXX XXXXX, by acceptance of this WarrantIN ANY CAPACITY, acknowledge and agree thatCURRENTLY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, by reason of the provisions of this paragraphAN IRREVOCABLE PROXY TO VOTE THE SHARES OF COMMON STOCK UNDERLYING THE WARRANT, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofWHICH PROXY SHALL EXPIRE FIVE (5) YEARS FROM THE DATE OF GRANT.

Exercise of Warrants. Subject (a) During the period specified in Section 2.2, any whole number of Warrants may be exercised by providing certain information set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America] [if applicable -- insert relevant foreign currency, currency unit or composite currency] [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer], in immediately available funds, the Warrant Price for each Warrant exercised, to Section 2(e)the Warrant Agent at its corporate trust office [or at ________], provided that such exercise is subject to receipt, within three business days of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of Pattxxxxx xxxntained with it and shall advise Pattxxxxx xx telephone at the end of each day on which a [payment] [wire transfer] for the exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment Warrants is received of the Notice of Exercise in the form annexed hereto amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to Pattxxxxx xx writing. (the “Notice of Exercise”). Within the earlier of b) The Warrant Agent shall, from time to time, as promptly as practicable, advise Pattxxxxx xx (i) two (2) Trading Days and the number of Warrants exercised, (ii) the number instructions 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all each holder of the Warrant Shares available hereunder and Certificates evidencing such Warrants with respect to delivery of the Warrant has been exercised in fullSecurities to which such holder is entitled upon such exercise, in which case(iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as Pattxxxxx xxxll reasonably require. (c) As soon as practicable after the exercise of any Warrant, Pattxxxxx xxxll issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Holder Warrant Securities to which such holder is entitled in fully registered form, registered in such name or names as may be directed by such holder. Such certificate or certificates evidencing the Warrant Securities shall surrender this be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Warrant to the Company for cancellation within three (3) Trading Days Securities as of the date close of business on the final Notice exercise date. No fractional Warrant Securities will be issued upon exercise of Exercise is delivered to the Companyany Warrant. Partial exercises of this For each fractional 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 Security that would otherwise be issued, Pattxxxxx will pay by company check in an amount equal to such fraction multiplied by the applicable number closing sales price of the Warrant Shares purchasedSecurities on the principal national securities exchange on which they are listed (or if not so listed, another equivalent means reasonably determined by Pattxxxxx) xx the business day immediately preceding the exercise date. The Holder If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, Pattxxxxx xxxll execute, and an authorized officer of the Company Warrant Agent shall maintain records showing manually countersign and deliver, a new Warrant Certificate evidencing the number of Warrant Shares purchased and such Warrants remaining unexercised. (d) Pattxxxxx xxxll 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 date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion issue of the Warrant Shares hereunderSecurities; and in the event that any such transfer is involved, the number of Pattxxxxx xxxll not be required to issue or deliver any Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofSecurity until such tax or other charge shall have been paid or it has been established to Pattxxxxx'x xxxisfaction that no such tax or other charge is due.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Warrant (a) The Warrants may be madeexercised, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery prior to the Company of a Expiration Time by surrendering this Warrant Certificate, with the purchase form provided for herein duly executed eby the Warrantholder or by the Warrantholder's duly authorized attorney-mail attachment in-fact, at the principal office of the Notice of Exercise Company, presently located at Glenpointe Centre East, 300 Frank W. Burr Bxxxxxxxx - 0xx Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000, xx xx xxxx xxher office or agency in the United States as the Company may designate by notice in writing to the Warrantholder (in either event, the "Company Offices"), accompanied by payment in full, either in the form annexed hereto of cash, bank cashier's check or certified check payable to the order of the Company, of the Exercise Price payable in respect of the Warrants being exercised. If fewer than all of the Warrants are exercised, the Company shall, upon each exercise prior to the Expiration Time, execute and deliver to the Warrantholder a new Warrant Certificate (dated as of the date hereof) evidencing the balance of the Warrants that remain exercisable. (b) Notwithstanding Section 1(a) above, the Warrants may be exercised, in whole or in part, on a "cashless" basis, by stating in the attached exercise purchase form provided herein such intention and the maximum number (the “Notice "Maximum Number") of Exercise”)shares of Common Stock the Warrantholder desires to purchase (and lose the right to purchase) in consideration of cancellation of Warrants in payment for such exercise. Within the earlier of (i) two (2) Trading Days and (ii) the The number of Trading Days comprising shares of Common Stock the Standard Settlement Period Warrantholder shall receive upon such exercise shall equal the difference between the Maximum Number and the quotient that is obtained when the product of the Maximum Number and the then current Exercise Price is divided by the then current Market Price per share (as defined in Section 2(d)(ihereinafter defined). (c) herein) following On the date of exercise as aforesaidof the Warrants, 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise Warrantholder exercising same shall be required, nor shall any medallion guarantee (or other type deemed to have become the holder of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased record for all purposes of the Warrant Shares available hereunder and to which the exercise relates. (d) As soon as practicable after the exercise of all or part of the Warrants evidenced by this Warrant has been exercised in full, in which caseCertificate, the Holder shall surrender this Warrant Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the Company for cancellation within three (3) Trading Days name of the date the final Notice of Exercise is and delivered to the Company. Partial exercises of this Warrant resulting in purchases of Warrantholder a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing certificate or certificates evidencing the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares purchased and to which the date Warrantholder shall be entitled upon such exercise. (e) No certificates for fractional Warrant Shares shall be issued upon the exercise of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraphWarrants but, following the purchase of a portion of the Warrant Shares hereunderin lieu thereof, the number Company shall, upon exercise of all the Warrants, round up any fractional Warrant Shares available for purchase hereunder at any given time may be less than Share to the amount stated on the face hereofnearest whole share of Common Stock.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may be exercised on only one date: the Expiration Date] to Section 2(ethe Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are to be issued in Book-Entry form: and, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the "Book-Entry Warrants") free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time,] (ii) an election to purchase the Warrant Securities ("Election to Purchase"), [For definitive Warrant Certificates: properly completed and executed by the Holder on the reverse of the Warrant Certificate] [If Warrants are to be issued in Book-Entry form: or, in the case of a Book-Entry Warrant Certificate, properly executed by the Participant and substantially in the form included on the reverse of each Warrant Certificate,] and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (a) the Warrant Certificate [If Warrants are to be issued in Book-Entry form: or the Book-Entry Warrants,] (b) the Election to Purchase, or (c) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder [If Warrants are to be issued in Book-Entry form: or Participant, as the case may be,] as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which funds for the exercise of the purchase rights represented by this Warrants are received of the amount so deposited to its account. The Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall, by 11:00 A.M. on the Business Day following the [Unless Warrants may be exercised on only one date: Exercise Date of a duly executed e-mail attachment of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], advise the Notice of Exercise Company and the [Trustee under the Indenture applicable to] [the transfer agent and registrar in respect of] the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) Warrant Securities issuable upon such exercise as to the number of Trading Days comprising Warrants exercised in accordance with the Standard Settlement Period terms and conditions of this Agreement, the instructions of each Holder [If Warrants are to be issued in Book-Entry form: or Participant, as the case maybe,] with respect to delivery of the Warrant Securities issuable upon such exercise, and the delivery of definitive Warrant Certificates [If Warrants are to be issued in Book-Entry form: or one or more Book-Entry Warrant Certificates, --as appropriate,] evidencing the balance, if any, of the Warrants remaining after such exercise, and such other information as the Company or such [Trustee] [transfer agent and registrar] shall reasonably require. (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], execute, issue and deliver to the Warrant Agent, [pursuant to the Indenture applicable to the Warrant Securities, the Warrant Securities, duly authenticated by the Trustee of such Indenture and in authorized denominations] [the Warrant Securities] to which such Holder is entitled, in fully registered form, registered in such name or names as defined may be directed by such Holder [If Warrants are to be issued in Book-Entry form: or the Participant, as the case may be]. Upon receipt of such Warrant Securities, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding [Unless Warrants may be exercised on only one date: such Exercise Date] [If Warrants may be exercised on only one date: the Expiration Date], transmit such Warrant Securities, to or upon the order of the Holder [If Warrants are to be issued in Book-Entry form: or Participant, as the case may be,] together with, or preceded by the prospectus referred to in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price 5.06 hereof. The Company agrees that it will provide such information and documents to the Company Warrant Agent as may be necessary for the Warrant Shares specified in Agent to fulfill its obligations hereunder. (d) The accrual of [interest] [dividends], if any, on the Warrant Securities issued upon the valid exercise of any Warrant will be governed by the terms of the applicable Notice [Indenture] [certificate of Exercise designations] and such Warrant Securities. From and after the issuance of such Warrant Securities, the former Holder of the Warrants exercised will be entitled to the benefits of the [Indenture] [certificate of designations] under which such Warrant Securities are issued and such former Holder's right to receive payments of [principal of (and premium, if any) and interest, if any, on] [dividends and any other amounts payable in respect of] the Warrant Securities shall be governed by, and shall be subject to, the terms and provisions of such [Indenture] [certificate of designations] and the Warrant Securities. (e) Warrants may be exercised only in whole numbers of Warrants. [Unless Warrants may be exercised on only one date: If fewer than all of the Warrants evidenced by wire transfer or cashier’s check drawn on a United States bank unless Warrant Certificate are exercised, a new Warrant Certificate for the cashless exercise procedure specified number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2(c) below is then permitted 1.02 hereof, and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein delivered to the contrary, Holder at the Holder address specified on the books of the Warrant Agent or as otherwise specified by such Holder.] (f) The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the Company until the Holder has purchased all issue of the Warrant Shares available hereunder Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Securities until such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company's satisfaction that no such tax or other charge is due. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available [If Warrants for purchase hereunder at any given time may be less than the amount stated on the face hereof.Common Stock are offered:

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Warrant (a) Warrants may be madeexercised by the Holder -------------------- thereof, in whole or in part, at any time or times on or and from time to time after the Initial Exercise Date date hereof and prior to 5:00 p.m., New York City time, on or before November __, 2009 (the Termination Date "Expiration Date") by delivery delivering to the Company of a duly executed e-mail attachment of Warrant Agent, at its office designated --------------- for such purpose, the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of following: (i) two (2) Trading Days the Warrant Certificate or Warrant Certificates representing the Warrants to be exercised, with the Form of Exercise Notice duly and properly executed by the Holder thereof; 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 aforesaidcash, the Holder shall deliver the aggregate Exercise Price a certified or bank cashier's check payable to the Company for order of the Warrant Shares specified in the applicable Notice of Exercise by Company, or a wire transfer or cashier’s check drawn on a United States bank unless to an account designated by the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullCompany, in which each case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number product of Warrant Shares purchased. The Holder and the Company shall maintain records showing (A) the number of Warrant Shares purchased purchasable upon the exercise of the Warrants designated for exercise in the Form of Exercise Notice and (B) the Warrant Price. (b) In lieu of exercising Warrants pursuant to Section 3.1(a) hereof, the Holder may elect to exercise the Warrants by delivering to the Warrant Agent, at its office designated for such purpose, the Warrant Certificate or Warrant Certificates representing the Warrants to be exercised, with the Form of Cashless Exercise Notice duly and properly executed by the Holder thereof, indicating thereon the number of Warrants being submitted for exercise. In such event, the Warrant Agent will promptly notify the Company in writing of such election and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder details thereof, and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available to be issued on such exercise will be determined by the Warrant Agent using the following formula: X = ((O x Y)(C-B)) / ((C x O) + (B x Y)) where, X is the number of Warrant Shares to be issued to the Holder upon such exercise; Y is the number of Warrants being submitted for purchase hereunder exercise; B is the Warrant Price (as adjusted to the date of such calculation); C is the Current Market Price of one share of New Common Stock (at the date of such calculation); and O is the number of shares of New Common Stock outstanding (as of the date of such calculation). The Warrant Agent will promptly submit to the Company for approval the details of such calculation, and will not issue any given time Warrant Shares to the Holder thereof pursuant to this Section 3.1(b) until it receives written approval of the Company that such calculation is accurate, which approval shall not be unreasonably withheld or delayed, and the Warrant Agent may be less than the amount stated rely conclusively on the face hereofsuch approval.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this (a) The Warrant may be madeexercised, in whole or in part, at any time or times on or after and from time to time during the Initial Exercise Date and on or before the Termination Date Period by delivery to the Company of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier Warrant Agent of (i) two the Warrant; (2ii) Trading Days the Cash Exercise Form attached to the Warrant duly executed by the registered holder and (iii) the full Exercise Price for each share of Warrant Shares as to which the Warrant is exercised. The Warrant also may be exercised, in whole or in part, at any time and from time to time during the Exercise Period by delivery to the Warrant Agent of (i) the Warrant 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 Net Exercise Price Form attached to the Company for Warrant duly executed by the Warrant Shares specified in the applicable Notice registered holder, including a calculation of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and to be issued upon such exercise in accordance with the date of such purchasesterms hereof (a "Cashless Exercise"). The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of In the provisions of this paragraph, following the purchase event of a portion of Cashless Exercise, the registered holder shall surrender the Warrant for that number of Warrant Shares hereunder, determined by (i) multiplying the number of Warrant Shares available for which the Warrant is being exercised by the difference (the "Per Share Warrant Value") resulting from subtracting the Exercise Price from the closing bid price for one share of Common Stock on the trading day immediately preceding the date of exercise of the Warrant (the "Bid Price") and (ii) dividing the product by the Bid Price. Payment of any Exercise Price shall be made in cash or by certified or bank check payable to the Company. (b) Subject to Section 6 hereof, upon receipt by the Company of the Warrant, the Cash Exercise Form or the Net Exercise Form, as the case may be, and the aggregate Exercise Price for the Warrant Shares, if applicable, the registered holder shall be deemed to be the holder of record of the Warrant Shares issuable upon such exercise; provided, however, that if the date of such receipt is a date upon which the transfer books of the Company are closed, the registered holder shall be deemed to be the record holder on the next succeeding business day on which such books are open. As soon as practicable after each such exercise of the Warrant, the Warrant Agent shall issue and cause to be delivered to the registered holder a certificate or certificates for the Warrant Shares issuable upon such exercise, registered in the name of the holder or its designee. If the Warrant should be exercised in part only, the Warrant Agent shall, upon surrender of the Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the holder to purchase hereunder the remaining unexercised balance of the Warrant Shares (or portions thereof) subject to purchase thereunder. The Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to the provisions below, shall cause all payments of an amount (if any), in cash or by check made payable to the order of the Company, equal to the aggregate Exercise Price for such Warrants to be deposited promptly in the Company's bank account. The Company and Warrant Agent shall determine, in their sole and absolute discretion, whether a Warrant certificate has been properly completed for exercise by the registered holder thereof. (c) The Warrant Agent and the Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. (d) Notwithstanding anything to the contrary contained herein, no Warrant will be exercisable and the Company shall not be obligated to deliver any securities pursuant to the exercise of any Warrant unless at the time of exercise (i) the Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement under the Securities Act of 1933, as amended (the "Act"), covering the securities issuable upon exercise of such Warrant and such registration statement shall have been declared and shall remain effective and shall be current, and such shares have been registered or qualified or be exempt under the securities laws of the state or other jurisdiction of residence of the holder of such Warrant and the exercise of such Warrant in any given time such state or other jurisdiction shall not otherwise be unlawful, or (ii) the Company has received an opinion of counsel to the registered holder of such Warrant, which counsel and opinion are reasonably satisfactory to the Company, that such securities may be less than issued in the amount stated on manner contemplated without an effective registration statement under the face hereofAct or applicable state securities laws.

Exercise of Warrants. Subject to Section 2(e), exercise the conditions in Sections 2(a) and (d) of each of the purchase rights represented 2018 Warrants and the terms hereof, by executing this Warrant may Agreement, the Company and the Holder hereby agree that the Holder shall be made, in whole or in part, at any time or times deemed to have exercised the 2018 Warrants held by such Holder for the number of shares of Common Stock set forth on or after the Initial Exercise Date and on or before the Termination Date by delivery signature page hereto for aggregate cash proceeds to the Company of a duly executed e-mail attachment in the amount set forth on the Holder’s signature page hereto pursuant to the terms of the Notice of 2018 Warrants, except that the exercise price thereunder shall be the Amended Exercise in the form annexed hereto (the “Notice of Exercise”)Price. 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 The Holder shall deliver the aggregate Exercise Price cash exercise price for such 2018 Warrants to the bank account set forth on the Company’s signature page hereto within two Trading Days after the date hereof and the Company shall cause its transfer agent to deliver the Warrant Shares, without any restricted legend or other restrictions on transfer, to the Holder via the Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the terms of the 2018 Warrants and the DWAC instructions set forth on the Holder’s signature page hereto as if a notice of exercise (subject to reduction for the Beneficial Ownership Limitation (as defined below)) with respect thereto was delivered to the Company for on the Warrant Shares specified in date hereof. The date of the applicable Notice closing of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in of the applicable Notice of Exercise. No ink-original Notice of Exercise 2018 Warrants shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. referred to as the “Closing Date.” Notwithstanding anything herein to the contrary, in the event that the exercise of the 2018 Warrants would otherwise cause the Holder to exceed the beneficial ownership limitations (“Beneficial Ownership Limitation”) in the 2018 Warrants, the Company shall only issue such number of Warrant Shares to the Holder (as instructed in writing by Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be required held in abeyance until the balance (or portion thereof) may be issued in compliance with such limitations. Holder shall provide a written notice of deemed exercise pursuant to physically surrender this Warrant the terms of the 2018 Warrants, as modified hereby, to the Company until promptly when any additional Warrant Shares may be issued in compliance with the Holder has purchased all Beneficial Ownership Limitation (including, without limitation, with respect to the balance of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, when the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be holds less than the amount stated on the face hereofBeneficial Ownership Limitation).

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Warrant (a) The Warrants may be madeexercised by the Holders, in whole or in partpart from time to time after the Closing (the "Exercise Period") and during the --------------- Exercise Period by the surrender of this Series B Preferred Stock Purchase Warrant at, and delivery of a Notice of Exercise to, the offices of the Company at the address set forth in the Note and Warrant Purchase Agreement, or such other office or agency of the Company in the United States as the Company may designate by notice in writing at any time or times on or after during the Initial Exercise Date and on or before the Termination Date Period, accompanied by delivery payment to the Company of a duly executed e-mail attachment the Exercise Price for the number of shares for which the Warrants are then being exercised. The Exercise Price shall be payable, at the option of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of Holder, (i) two (2) Trading Days and by certified or bank check, (ii) by cancellation of indebtedness owed by 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 Company 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder Holders in an amount equal to the applicable Exercise Price or (iii) by the surrender of that certain number of Warrant Shares purchasedWarrants having a Market Price equal to the Exercise Price. The Company agrees that the shares so purchased shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date of exercise of the Warrants. Duly executed certificates for the shares of stock so purchased shall be delivered to the Holder hereof within five business days after such exercise. Unless this Series B Preferred Stock Purchase Warrant has expired or been exercised in full, a notation on this Series B Preferred Stock Purchase Warrant stating the number of shares exercised shall be made by the Company and this Series B Preferred Stock Purchase Warrant shall then be returned to the Holder within five business days. The issuance of certificates for shares of Series B Preferred Stock upon the exercise of this Warrant shall be made without charge to the Holder for any cost or expense (including any original issue or transfer tax and excluding any income taxes of the Holder). (b) The Exercise Price and Exercise Rate shall be subject to the following adjustments: (i) If, at any time during the Exercise Period, the Company shall maintain records showing declare and pay on the Series B Preferred Stock or the Common Stock (as applicable) a dividend or other distribution payable in shares of Series B Preferred Stock or the Common Stock (as applicable), the Exercise Rate in effect at the time of taking of a record for such dividend shall be proportionately increased so that the Holder shall be entitled to receive the number of shares of Series B Preferred Stock or the Common Stock (as applicable) which such Holder would have owned or been entitled to receive after the declaration and payment of such dividend or other distribution if the Warrants had been exercised immediately prior to the record date for the determination of shareholders entitled to receive such dividend or other distribution, and the Exercise Price shall be proportionately decreased so that the aggregate Exercise Price payable upon exercise in full of the Warrants shall remain the same. (ii) If the Company shall subdivide the outstanding shares of Series B Preferred Stock or the Common Stock (as applicable) into a greater number of shares, or combine the outstanding shares of Series B Preferred Stock or the Common Stock (as applicable) into a lesser number of shares, or issue by reclassification of its shares of Series B Preferred Stock (as applicable) or the Common Stock, any other shares of the Company's capital stock, the Exercise Rate in effect immediately prior thereto shall be proportionately adjusted so that the Holder shall be entitled to receive the number of shares of Series B Preferred Stock or the Common Stock (as applicable) or such other shares which such Holder would have owned or been entitled to receive after the happening of any of the events described above if the Warrants had been exercised immediately prior to the happening of such event on the day upon which such subdivision, combination or reclassification, as the case may be, becomes effective, and the Exercise Price shall be proportionately adjusted so that the aggregate Exercise Price payable upon exercise in full of the Warrants represented by this Series B Preferred Stock or the Common Stock Purchase Warrant (as applicable) shall remain the same. (iii) If the Company shall issue (other than as provided in subparagraph 2(b)(i) or 2(b)(ii) and other than Excluded Shares) or sell any Additional Shares purchased of Common Stock for a consideration per share less than the Market Price, then at the time of such issuance or sale the Exercise Rate shall be adjusted to the number determined by multiplying the Exercise Rate in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding (including Excluded Shares), whether issued or issuable upon conversion or exercise, immediately prior to the issuance or sale of such Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold, and the denominator of which shall be the number of shares of Common Stock outstanding (including Excluded Shares), whether issued or issuable upon conversion or exercise, immediately prior to the issuance or sale of such Additional Shares of Common Stock plus the number of shares of Common Stock which the aggregate consideration for such Additional Shares of Common Stock so issued or sold would purchase at a consideration per share equal to the Market Price. The Exercise Price shall be appropriately adjusted by multiplying the Exercise Price at the close of business on the date of such purchasesissuance or sale by the reciprocal of the fraction described above. (iv) If the Company shall issue (other than as provided in paragraph 2(b)(i) or 2(b)(ii) and other than Excluded Shares) or sell any warrants, options or other rights entitling the Holders thereof to subscribe for or purchase either Additional Shares of Common Stock or Convertible Securities, and the consideration per share for which Additional Shares of Common Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or such Convertible Securities (when added to the consideration per share of Series B Preferred Stock or Common Stock (as applicable), if any, received for such warrants, options or other rights), shall be less than the Market Price then in effect, then the Exercise Rate shall be adjusted to the number determined by multiplying the Exercise Rate in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding (including Excluded Shares), whether issued or issuable upon conversion or exercise, immediately prior to the issuance or sale of such warrants, options or other rights plus the number of additional shares of Series B Preferred Stock or Common Stock (as applicable) issuable upon the exercise of such warrants, options or other rights, and of which the denominator shall be the number of shares of Common Stock outstanding (including Excluded Shares), whether issued or issuable upon conversion or exercise, immediately prior to the issuance or sale of such warrants, options or other rights plus the number of shares which the aggregate offering price of the total number of Additional Shares of Common Stock so offered (when added to the consideration per share of Common Stock, if any, received for such warrants, options or other rights) would purchase at the Market Price then in effect. The Exercise Price shall be appropriately adjusted by multiplying the Exercise Price at the close of business on the date of such issuance or sale by the reciprocal of the fraction described above. (v) If the Company shall deliver issue (other than as provided in subparagraph 2(b)(i) or 2(b)(ii) and other than Excluded Shares) or sell Convertible Securities and the consideration per share for which Additional Shares of Common Stock may at any objection time thereafter be issuable pursuant to any Notice of Exercise within one (1) Trading Day of receipt the terms of such noticeConvertible Securities shall be less than the Market Price then in effect, then the Exercise Rate shall be adjusted to the number determined by multiplying the Exercise Rate in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding (including Excluded Shares), whether issued or issuable upon conversion or exercise, immediately prior to the issuance or sale of such Convertible Securities plus the number of Additional Shares of Series B Preferred Stock or Common Stock (as applicable) issuable upon the exercise of such Convertible Securities, and of which the denominator shall be the number of shares of Common Stock outstanding (including Excluded Shares), whether issued or issuable upon conversion or exercise, immediately prior to the issuance or sale of such Convertible Securities plus the number of shares which the aggregate conversion or exercise price of the total number of Additional Shares of Common Stock so offered would purchase at the Market Price then in effect. The Holder Exercise Price shall be appropriately adjusted by multiplying the Exercise Price at the close of business on the date of such issuance or sale by the reciprocal of the fraction described above. No adjustment of the Exercise Rate shall be made under this subparagraph 2(b)(v) upon the issuance of any Convertible Securities which are issued pursuant to the exercise of any warrants, options or other rights, if such adjustment shall previously have been made upon the issuance of such warrants, options or other rights pursuant to subparagraph 2(b)(iv). (vi) For the purposes of subparagraphs 2(b)(iii), 2(b)(iv) and 2(b)(v), the date as of which the Market Price shall be computed shall be the earlier of (c) the date on which the Company shall enter into a firm contract for the issuance of such Additional Shares of Common Stock, warrants, options or other rights or Convertible Securities, and (y) the date of the actual issuance of such Additional Shares of Common Stock, warrants, options or other rights or Convertible Securities. (vii) No adjustment of the Exercise Rate shall be made under subparagraph 2(b)(iii) upon the issuance of any assigneeAdditional Shares of Common Stock which are issued pursuant to the exercise of any warrants, by acceptance options or other rights or pursuant to the conversion of this WarrantConvertible Securities, acknowledge and agree thatif such adjustment shall previously have been made upon the issuance of such warrants, options or other rights or Convertible Securities, pursuant to subparagraphs 2(b)(iv) or 2(b)(v). (viii) If any warrants, options or other rights (or any portion thereof) which shall have given rise to an adjustment pursuant to subparagraph 2(b)(iv) or conversion or exchange rights pursuant to Convertible Securities which shall have given rise to an adjustment pursuant to subparagraph 2(b)(v) shall have expired or terminated without the exercise thereof, or if by reason of the terms of such warrants, options or other rights or Convertible Securities there shall have been an increase or increases, with the passage of time or otherwise, in the exercise or conversion price thereof, then the Exercise Rate hereunder shall be readjusted (but to no greater extent than originally adjusted) on the basis of (x) eliminating from the computation of any Additional Shares of Common Stock shares of Series B Preferred Stock or Common Stock (as applicable) attributable to such warrants, options or other rights or conversion or exchange rights as shall have expired or terminated, and (y) treating the Additional Shares of Common Stock, if any, actually issued pursuant to the previous exercise of such warrants, options or other rights or conversion or exchange rights pursuant to any Convertible Securities as having been issued for the consideration actually received and receivable therefor. In the event of any such readjustment, an appropriate adjustment shall be made to the Exercise Price. (A) In any such case covered by this paragraph 2(b), in determining the amount of consideration received by the Company as a result of the issuance of Additional Shares of Common Stock, Convertible Securities or warrants, options or other rights to purchase any such Additional Shares of Common Stock, if the consideration is in whole or in part consideration other than cash, the amount of the consideration shall be deemed to be the fair value of such consideration as reasonably determined by the board of directors of the Company. If Additional Shares of Common Stock shall be issued as part of a unit with warrants, options or other rights, then the amount of consideration for the warrants, options or other rights shall be deemed to be the amount reasonably determined by the board of directors of the Company. (B) In case any Additional Shares of Common Stock, Convertible Securities or any options, warrants or other rights to purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value, as reasonably determined by the board of directors of the Company, of such portion of the assets and business of the nonsurviving corporation or corporations as the board shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities or warrants, options or other rights to purchase such Additional Shares of Common Stock or Convertible Securities. (x) If a purchase, tender or exchange offer is made to and accepted by a majority of the outstanding shares of Common Stock, the Company shall not effect any consolidation, merger or sale with the Person having made such offer or with any affiliate of such Person, unless prior to the consummation thereof the Holders shall have been given a reasonable opportunity to elect to receive, upon exercise or exchange of the Warrants either the stock, securities, cash or assets then issuable with respect to the Series B Preferred Stock or Common Stock (as applicable) or the stock, Securities, cash or assets issued to previous Holders of the Series B Preferred Stock or Common Stock (as applicable) in accordance with such offer, or the equivalent thereof. (xi) If a state of facts shall occur which, without being specifically controlled by the provisions of this paragraphparagraph 2(b), following would not fairly protect the purchase of a portion exercise rights of the Holders in accordance with the essential intent and principles of such provisions, then the board of directors of the Company shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect those Warrant Shares hereunderrights. (xii) Whenever the Exercise Rate and Exercise Price shall be adjusted pursuant to this paragraph 2(b), the number Company shall deliver to each Holder a written notice setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated (including a description of Warrant Shares available for purchase hereunder at the basis on which the board of directors of the Company determined the fair value of any given time may be less consideration other than cash pursuant to subparagraph 2(b)(ix)) and specifying the amount stated on the face hereof.new

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Warrant (a) The Warrants may be madeexercised, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery prior to the Company of a Expiration Time by surrendering this Warrant Certificate, with the purchase form provided for herein duly executed eby the Warrantholder or by the Warrantholder's duly authorized attorney-mail attachment in-fact, at the principal office of the Notice of Exercise Company, presently located at Glenpointe Centre East, 300 Frank W. Burr Boulevard - 7th Floor, Xxxxxxx, Xxx Xxxxxx 00000, xx xx xxxx xxxxx xxxxxx xx xxxxxx in the United States as the Company may designate by notice in writing to the Warrantholder (in either event, the "Company Offices"), accompanied by payment in full, either in the form annexed hereto of cash, bank cashier's check or certified check payable to the order of the Company, of the Exercise Price payable in respect of the Warrants being exercised. If fewer than all of the Warrants are exercised, the Company shall, upon each exercise prior to the Expiration Time, execute and deliver to the Warrantholder a new Warrant Certificate (dated as of the “Notice date hereof) evidencing the balance of Exercise”). Within the earlier of Warrants that remain exercisable. (ib) 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 On the date of exercise as aforesaidof the Warrants, 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise Warrantholder exercising same shall be required, nor shall any medallion guarantee (or other type deemed to have become the holder of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased record for all purposes of the Warrant Shares available hereunder and to which the exercise relates. (c) As soon as practicable after the exercise of all or part of the Warrants evidenced by this Warrant has been exercised in full, in which caseCertificate, the Holder shall surrender this Warrant Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the Company for cancellation within three (3) Trading Days name of the date the final Notice of Exercise is and delivered to the Company. Partial exercises of this Warrant resulting in purchases of Warrantholder a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing certificate or certificates evidencing the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares purchased and to which the date Warrantholder shall be entitled upon such exercise. (d) No certificates for fractional Warrant Shares shall be issued upon the exercise of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraphWarrants but, following the purchase of a portion of the Warrant Shares hereunderin lieu thereof, the number Company shall, upon exercise of all the Warrants, round up any fractional Warrant Shares available for purchase hereunder at any given time may be less than Share to the amount stated on the face hereofnearest whole share of Common Stock.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Warrant 3.1 The Warrants may be made, exercised in whole or in part, part at any time prior to the Maturity Date. 3.2 If there is a takeover or times on or after liquidation of the Initial Exercise Date and on or Company before the Termination Date by delivery Warrants are or are capable of being exercised, then the Warrant Holder shall be permitted to exercise all or part of the Company Warrants prior to such event completing. 3.3 Any partial exercise of the Warrants must be in respect of a duly executed e-mail attachment minimum 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 (500,000 Ordinary Shares or such lesser amount as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price is equal 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrants held by the Warrant Shares available hereunder Holder, should that be less than 500,000 Warrants. 3.4 The Warrants shall have be exercised by the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Holder giving written notice to the applicable number secretary of Warrant Shares purchased. The Holder and the Company shall maintain records showing Grantor on any Business Day in the form set out in Schedule 2 specifying the number of Ordinary Shares in respect of which the Warrants are to be exercised together with: 3.4.1 written confirmation from the Warrant Xxxxxx’s bank evidencing a telegraphic transfer of the aggregate subscription price in respect of the Warrants which are the subject of exercise (being £0.004 per Ordinary Share); and 3.4.2 its original Warrant Certificate representing those of the Warrants being exercised. 3.5 Upon exercise in accordance with clause 3.4, and the receipt in cleared funds of the necessary amounts due from the Warrant Holder, the Grantor will within fifteen Business Days, issue to the Warrant Holder the Ordinary Shares purchased in respect of which the Warrants have been exercised, together with a share certificate in respect of such Ordinary Shares, free of charge. In the event of a partial exercise of the Warrants, the Grantor shall also issue the Warrant Holder a Warrant Certificate in respect of the part of the Warrants which then remain unexercised. 3.6 Such Ordinary Shares acquired upon exercise will be credited as fully paid and will, on issue, rank equally in all respects with, and confer the same rights as are conferred upon, the existing Ordinary Shares except for any rights attaching by reference to a record date prior to the receipt of the relevant notice of exercise. 3.7 If the Company’s share capital is admitted to trading on any stock exchange, the Grantor shall make application for the Ordinary Shares so issued on exercise of the Warrants to be admitted to trading on such exchange (if any) on which the Ordinary Shares are then listed with effect from the earliest possible date after the date of their issue. 3.8 If any certificate for the Warrants is worn out or defaced, then upon production of such purchasescertificate to the directors of the Grantor, they may cancel the same and may issue a new certificate in lieu thereof. The Company shall deliver If any objection such certificate be lost or destroyed, then upon proof thereof to the reasonable satisfaction of the directors of the Grantor (or in default of proof, on such indemnity as the directors of the Grantor may deem adequate, acting reasonably, being given), a new certificate in lieu thereof may be given to the persons entitled to such lost or destroyed certificate free of charge (save as regards any payment pursuant to any Notice of Exercise within one (1) Trading Day of receipt of such notice. indemnity). 3.9 The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of Grantor shall maintain the Register in accordance with the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofSchedule 4.

Exercise of Warrants. Subject (a) The Holder may, at any time prior to Section 2(ethe Termination Date, exercise this Warrant in whole or in part at an exercise price per share equal to $ per share, subject to adjustment as provided herein (the “Exercise Price”), by the surrender of this Warrant (properly endorsed) at the principal office of the Corporation, or at such other agency or office of the Corporation in the United States of America as the Corporation may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Corporation, and by payment to the Corporation of the Exercise Price in lawful money of the United States by check or wire transfer for each share of Common Stock being purchased. Upon any partial exercise of this Warrant, there shall be executed and issued to the Holder a new Warrant in respect of the shares of Common Stock as to which this Warrant shall not have been exercised. In the event of the exercise of the purchase rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased, as applicable, registered in the name of the Holder, shall be delivered to the Holder within three (3) business days (the “Delivery Date”) after the Corporation has received the Holder’s Warrant Exercise Form and payment of the Exercise Price, or, at the request of the Holder (provided that a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) providing for the resale of the Warrant Shares is then in effect), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”), and the Holder hereof shall be deemed for all purposes to be the holder of the Warrant Shares so purchased as of the date of such exercise. (b) If, but only if, at any time after one year from the date of grant of this Warrant there is no effective registration statement registering the resale of the Common Stock underlying this Warrant by the Holder, this Warrant may also be madeexercised at such time by means of a “cashless exercise” in which, at any time prior to the Termination Date, the Holder of this Warrant may, at its option, exchange this Warrant, in whole or in partpart (a “Warrant Exchange”), into Warrant Shares by surrendering this Warrant at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment principal office 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 aforesaidCorporation, the Holder shall deliver the aggregate Exercise Price accompanied by a notice stating such Holder’s intent 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderexchange, the number of Warrant Shares available for purchase hereunder at any given time may to be less than exchanged and the amount stated date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant Exchange shall be effective on the face hereofdate the Holder’s Warrant Exercise Form is transmitted to the Corporation or any agent of the Holder that is irrevocably instructed to process the Warrant Exchange on the Holder’s behalf (the “Exchange Date”). Certificates for the Warrant Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares as determined according to the following formula: X = Y(A-B) Where: X = the number of Warrant Shares that shall be issued to the Holder, rounded to the next highest integer; Y = the number of Warrant Shares for which this Warrant is being exercised (which shall include both the number of Warrant Shares issued to the Holder and the number of Warrant Shares subject to the portion of the Warrant being exchanged in payment of the Warrant Price); A = the Closing Bid Price of the Common Stock on the trading day immediately preceding the Exchange Date; and B = the Warrant Price then in effect. As used herein, “Closing Bid Price”, shall mean the closing bid price of the Common Stock as reported by Bloomberg Financial L.P. on the date in question (based on a trading day from 9:30 a.m. ET to 4:02 p.m. Eastern Time) (and, if no closing bid price is reported, the closing price as so reported, and if neither the closing bid price nor the closing price is so reported, the last reported price of the Common Stock as determined by an independent evaluator mutually agreed to by the Holder and the Corporation).

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this (a) This Warrant may be made, is exercisable in whole or in part, part at any time or times on or beginning six months after the Initial Exercise Date and on or before Grant Date. Such exercise shall be effectuated by submitting to the Termination Date Company (either by delivery to the Company of or by facsimile transmission as provided in Section 8 hereof) a completed and duly executed e-mail attachment of the Notice of Exercise (substantially in the form annexed hereto (the “attached to this Warrant) as provided in this paragraph. The date such Notice of Exercise”). Within Exercise is faxed to the earlier of (i) two (2) Trading Days and (ii) Company shall be 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"Exercise Date", provided that the Holder shall deliver of this Warrant tenders this Warrant Certificate and appropriate payment of 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 cashless exercise procedure specified in Section 2(cwithin five (5) below is then permitted and is specified in the applicable Notice of Exercisebusiness days thereafter. No ink-original The Notice of Exercise shall be requiredexecuted by the Holder of this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, nor shall any medallion guarantee (or other type together with appropriate payment of guarantee or notarization) the aggregate Exercise Price for the shares of any Notice of Exercise be required. Notwithstanding anything herein to the contraryCommon Stock purchased, the Holder shall not be required entitled to physically surrender this Warrant receive a certificate or certificates for the shares of Common Stock so purchased. (b) The Exercise Price per share of Common Stock for the shares then being exercised shall be payable in cash or by certified or official bank check. (c) In addition to and without limiting the Company until the Holder has purchased all rights of the Warrant Shares available hereunder and holder under the Warrant has been exercised in fullterms of the Warrant, in which casebut only if the Registration Statement is not declared effective within one year from the Closing date, the Holder shall surrender have the right (the "Conversion Right") to convert this Warrant or any portion thereof into Shares as provided in this Section 2 prior to the Company for cancellation within three (3) Trading Days its expiration. Upon exercise of the date the final Notice of Exercise is delivered Conversion Right with respect to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total particular number of Warrant Shares available hereunder shall have Warrants (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 "Converted Warrants"), the Company shall maintain records showing deliver to the Holder, without payment by the Holder of any Exercise Price or any cash or other consideration, that number of Shares computed using the following formula: X = Y (A-B) ------- A Where: X = the number of Shares and/or Warrants to ------ be issued to the Holder; Y = the number of Shares and/or Warrants to be converted under this Warrant; A = the Current Market Price of one share of Common Stock, to be defined as the average of the closing prices for the common stock for the five (5) trading days ending immediately prior to the Exercise Date; and B = the Exercise Price. For purposes of Rule 144, it is intended and acknowledged that the Warrant Shares purchased issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. Otherwise, the Holder shall be deemed to be the holder of such purchases. The Company shall deliver any objection the shares issuable to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of it in accordance with the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated section 2 on the face hereofExercise Date, provided that the Holder complies with all the delivery requirements of section 2.

Exercise of Warrants. Subject (a) Each Warrant entitles the registered owner to exercise an option to purchase, at an exercise price of $[ ], U.S. $[ ] of [ ] [INDICATE TYPE OF SECURITIES]. (c) During the period specified in Section 3(b), a Warrant, if the Warrant Certificate evidencing the same shall have been countersigned by the Warrant Agent, may be exercised by the holder thereof by (i) providing written notice of such election ("Warrant Exercise Notice") to exercise the Warrant to the Warrant Agent at [ ], "Attention: Allegheny Energy, Inc. Warrant Exercise", or to such other address as shall be notified in accordance with the immediately following paragraph, by hand or by facsimile, no later than [NOON, NEW YORK CITY TIME,] on [ ], which Warrant Exercise Notice shall be in the form of an election to purchase [ ] [INDICATE TYPE OF SECURITIES] substantially in the form set forth in Exhibit B hereto, properly completed and executed by the holder; PROVIDED that such written notice may only be submitted by or through persons that are direct participants in The Depository Trust Company ("DTC"); (ii) delivering, no later than [NOON, NEW YORK CITY TIME,] on the Warrant Exercise Date, such Warrants to the Warrant Agent by book-entry transfer through the facilities of DTC or by delivering, no later than [NOON, NEW YORK CITY TIME,] on [ ], the Warrant Certificates evidencing such Warrants to the Warrant Agent if Warrant Certificates in definitive form have been issued and delivered pursuant to Section 2(e7; and (iii) for each Warrant exercised, paying in full, in lawful money of the United States of America, by bank wire transfer in immediately available funds [ADD ELECTRONIC PAYMENT DETAILS] no later than [11:00 A.M., NEW YORK CITY TIME] on [ ] (the "Settlement Date"), the exercise price of U.S. $[ ]. Any exercise of a Warrant pursuant to the terms of this paragraph (c) shall be irrevocable and shall constitute a binding agreement between the Warrant holder and the Company, enforceable in accordance with its terms. (d) Not less than 20 days before the start of the period specified in Section 3(b), the Warrant Agent shall notify DTC of (x) the Warrant Agent's account at DTC to which the Warrants must be delivered on the Warrant Exercise Date and (y) the address, phone number and facsimile number where holders of the Warrants can contact the Warrant Agent to which Warrant Exercise Notices are to be submitted. (e) Approximately two weeks before the start of the period specified in Section 3(b), the Warrant Agent shall notify holders (through the clearing system) of (1) the Warrant Agent's account at DTC to which holders must deliver Warrants on the Warrant Exercise Date, (2) the Warrant exercise procedures of DTC and (3) the address, telephone number and facsimile number where holders can contact the Warrant Agent and to which holders must submit Warrant Exercise Notices if they decide to exercise their Warrants. At such time, the Warrant Agent shall also provide then holders with a Warrant Exercise Notice and the pertinent instructions as to how to exercise their Warrants. (f) [FURTHER, AT ANY TIME UNTIL THE START OF THE PERIOD SPECIFIED IN SECTION 3(B), THE WARRANT AGENT SHALL PROVIDE [ ] (THE "DEALER MANAGER"), WHICH HAS BEEN APPOINTED BY THE COMPANY AS DEALER MANAGER TO SOLICIT HOLDERS OF WARRANTS TO EXERCISE THE WARRANTS, SUCH INFORMATION REGARDING THE REGISTERED OWNERS OF THE WARRANTS AS THE DEALER MANAGER MAY REASONABLY REQUEST AND IS REASONABLY AVAILABLE TO THE WARRANT AGENT, INCLUDING A LIST OF ALL REGISTERED OWNERS OF THE WARRANTS KNOWN TO THE WARRANT AGENT.] (g) The Warrant Agent shall: (i) examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of holders as contemplated by the Warrant Certificates to ascertain whether, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the terms of the Warrant Certificates; (ii) determine whether the exercising Warrant holder has delivered the related Warrants to the Warrant Agent's account at DTC. In each case where a Warrant Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the purchase rights represented Warrants exists, the Warrant Agent will 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. Except to the extent provided in the immediately preceding sentence, the Warrant Agent shall be under no duty to give notice to any person of any irregularities in Warrant Exercise Notices, delivery of Warrants or any other document completed or executed in connection therewith nor shall it incur any liability for failure to give such notice; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent's account; (iv) advise the Company (i) no later than [NOON, NEW YORK CITY TIME, ON THE FIRST NEW YORK BUSINESS DAY FOLLOWING THE EXPIRATION OF THE PERIOD SPECIFIED IN SECTION 3(B),] of receipt of any Warrant Exercise Notices and the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (ii) no later than [NOON, NEW YORK CITY TIME, ON THE SECOND NEW YORK BUSINESS DAY, AS APPLICABLE, FOLLOWING THE EXPIRATION OF THE PERIOD SPECIFIED IN SECTION 3(B),] of the instructions with respect to delivery of the [ ][INDICATE TYPE OF SECURITIES] deliverable upon such exercise, subject to timely receipt from DTC of the necessary information, and (iii) of such other information as the Company shall reasonably require; (v) notify, by this such time as necessary to ensure a prompt closing, DTC, with a copy to the Company, each account at DTC to be credited with [ ][INDICATE TYPE OF SECURITIES] and the amount thereof to be credited to each such account; and (vi) subject to [ ][INDICATE TYPE OF SECURITIES] being made available to the Warrant may be madeAgent by or on behalf of the Company for delivery to accounts within DTC, in whole or in part, at any time or times on or after the Initial Exercise Date liaise with DTC and on or before the Termination Date by endeavor to effect such delivery to the Company relevant accounts at DTC in accordance with its requirements. (h) All questions as to the validity, form and sufficiency (including time of receipt) of a duly executed e-mail attachment Warrant exercise will be determined by the Company in its sole discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any and all Warrant Exercise Notices not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”)Company, be unlawful. 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 aforesaidMoreover, the Holder shall deliver Company reserves the aggregate Exercise Price absolute right to waive any of the conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise of Warrants. None of the Company for and 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise Agent shall be requiredunder any duty to give notice to the holders of the Warrants of any irregularities in any exercise of Warrants, nor shall any medallion guarantee of them incur any liability for the failure to give such notice. (or other type of guarantee or notarizationi) As soon as practicable after the exercise of any Notice of Exercise be required. Notwithstanding anything herein to Warrant, but in no event later than [9:00 A.M., NEW YORK CITY TIME,] on the contrarySettlement Date, the Holder Company shall not be required issue, or otherwise deliver, in authorized denominations to physically surrender this Warrant to or upon the Company until order of the Holder has purchased all holder of the Warrant Shares available hereunder and Certificates evidencing such Warrants, by same-day credit to such holder's account at DTC or to the Warrant has been exercised account of a participant in fullDTC, in each case designated by such holder, or by the direct participant in DTC, through which casesuch holder is acting, in its Warrant Exercise Notice, the Holder shall surrender this Warrant [ ][INDICATE TYPE OF SECURITIES] to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise which such holder is delivered to the Company. Partial exercises of this Warrant resulting entitled, 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 fully registered form, registered in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time name or names as may be less than the amount stated on the face hereofdirected by such holder or such participant.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any Business Day during the Exercise Period (the “Exercise Date”)] [If Warrants may be exercised on only one date - the Expiration Date] to Section 2(ethe Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are to be issued in Book-Entry form - and, in the case of a Global Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time,] (ii) an election to purchase the Warrant Securities (“Election to Purchase”), exercise properly completed and executed by the Holder on the reverse of the purchase rights represented by this Warrant may Certificate [If Warrants are to be madeissued in Book-Entry form - or, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company case of a duly Global Warrant Certificate, properly executed e-mail attachment of by the Notice of Exercise Participant and substantially in the form annexed hereto included on the reverse of each Warrant Certificate,] and (iii) the “Notice Exercise Price for each Warrant to be exercised in lawful money of Exercise”)the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. Within the earlier If any of (ia) two the Warrant Certificate [If Warrants are to be issued in Book-Entry form - or the Book-Entry (2b) Trading Days The Warrant Agent shall, by 11:00 A.M. on the Business Day following the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date - Expiration Date], advise the Company and (ii) the [Trustee under the Indenture applicable to] [the transfer agent and registrar in respect of] the Warrant Securities issuable upon such exercise as to the number of Trading Days comprising Warrants exercised in accordance with the Standard Settlement Period terms and conditions of this Agreement, the instructions of each Holder [If Warrants are to be issued in Book-entry Form - or Participant, as the case may be,] with respect to delivery of the Warrant Securities issuable upon such exercise, and the delivery of definitive Warrant Certificates [If Warrants are to be issued in Book-Entry form - or one or more Global Warrant Certificates, as appropriate,] evidencing the balance, if any, of the Warrants remaining after such exercise, and such other information as the Company or such [Trustee] [transfer agent and registrar] shall reasonably require. (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date - Expiration Date], execute, issue and deliver to the Warrant Agent, [pursuant to the Indenture applicable to the Warrant Securities, the Warrant Securities, duly authenticated by the Trustee of such Indenture and in authorized denominations] [the Warrant Securities] to which such Holder is entitled, in fully registered form, registered in such name or names as defined may be directed by such Holder [If Warrants are to be issued in Book-Entry form - or the Participant, as the case may be]. Upon receipt of such Warrant Securities, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding [Unless Warrants may be exercised on only one date: such Exercise Date] [If Warrants may be exercised on only one date - the Expiration Date], transmit such Warrant Securities, to or upon the order of the Holder [If Warrants are to be issued in Book-Entry form - or Participant, as the case may be,] together with, or preceded by the prospectus referred to in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price 5.06 hereof. The Company agrees that it will provide such information and documents to the Company Warrant Agent as may be necessary for the Warrant Shares specified in Agent to fulfill its obligations hereunder. (d) The accrual of [interest] [dividends], if any, on the Warrant Securities issued upon the valid exercise of any Warrant will be governed by the terms of the applicable Notice [Indenture] [articles of Exercise amendment] and such Warrant Securities. From and after the issuance of such Warrant Securities, the former Holder of the Warrants exercised will be entitled to the benefits of the [Indenture] [articles of amendment] under which such Warrant Securities are issued and such former Holder’s right to receive payments of [principal of (and premium, if any) and interest, if any, on] [dividends and any other amounts payable in respect of] the Warrant Securities shall be governed by, and shall be subject to, the terms and provisions of such [Indenture] [articles of amendment] and the Warrant Securities. Warrants may be exercised only in whole numbers of Warrants. [Unless Warrants may be exercised on only one date: If fewer than all of the Warrants evidenced by wire transfer or cashier’s check drawn on a United States bank unless Warrant Certificate are exercised, a new Warrant Certificate for the cashless exercise procedure specified number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2(c) below is then permitted 1.02 hereof, and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein delivered to the contrary, Holder at the Holder address specified on the books of the Warrant Agent or as otherwise specified by such Holder.] (e) The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the Company until the Holder has purchased all issue of the Warrant Shares available hereunder Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Securities until such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of ’s satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. Subject to Section 2(e), exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto (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)(i3(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 cashless exercise procedure specified in Section 2(c3(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Subject On any Business Day prior to Section 2(ethe Expiration Date, a Holder may exercise a Warrant (the date of any such exercise is referred to herein as an “Exercise Date”), exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial by delivering to Coachmen a properly completed Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment of the Notice of Exercise Form in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days Annex 1 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 a check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an aggregate amount equal to the applicable number of Warrant Shares purchased. The Holder and product obtained by multiplying (a) the Company shall maintain records showing Exercise Price by (b) the number of Warrant Shares being purchased and (the date “Aggregate Exercise Price”); provided, however, in the event any Holder exercises a Warrant in connection with or immediately prior to a sale by such Holder of Warrant Shares, in lieu of paying the Aggregate Exercise Price therefor, such purchases. The Company shall deliver any objection Holder may elect to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of effect a portion cashless exercise of the Warrant by receiving that number of Warrant Shares hereunderwhich is equal to the number of shares for which the Warrant is being exercised less the number of shares having an aggregate Market Price equal to the Aggregate Exercise Price. For purposes of this Section 3.1, the Market Price referred to in the previous sentence shall be the actual per share price at which such Holder sold such Warrant Shares; provided that the sale was not to an affiliate and was otherwise arms-length. Any partial exercise of a Warrant shall be for a whole number of Warrant Shares only. Each Exercise Form delivered to Coachmen shall set forth (x) the Holder’s calculation of the Exercisable Amount on the date thereof and (y) the number of Warrant Shares available for purchase hereunder at any given time may be less than which the amount stated on Holder has elected to exercise the face hereofWarrant.

Exercise of Warrants. (a) Subject to Section 2(e)the Terms and Conditions, the Holder of a Warrant may exercise the Warrant, other than by cashless exercise, at any time in whole or in part, at the option of the purchase rights represented by this Warrant Holder, upon delivery of an executed Exercise Notice and payment of the Exercise Price, which may be made, at the option of the Holder, by cash delivered to the Warrant Agent at the principal office of the Warrant Agent in Brooklyn, NY or to the office of one of its agents as may be designated in writing by the Warrant Agent, or by wire transfer of funds to the account of the Warrant Agent set forth on Schedule A hereto. Only if then permitted by the Terms and Conditions, the Holder of a Warrant may exercise the Warrant by cashless exercise, in whole or in part, at any time or times on or after the Initial upon delivery of an executed Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises Upon receipt of this Warrant resulting in purchases of an Exercise Notice for 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 cashless exercise, the Company shall maintain records showing calculate and transmit to the Warrant Agent within one (1) Business Day (and the Warrant Agent shall have no obligation under this section to calculate) the number of Warrant Shares purchased issuable in connection with the cashless exercise (the “Cashless Exercise Notification”). (b) Upon receipt by the Warrant Agent of the Exercise Notice and the date Exercise Price as described in Section 7(a) above, or the Cashless Exercise Notification from the Company, the Warrant Agent shall use reasonable efforts to cause to be delivered the Warrant Shares to or upon the order of the Holder of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree thatregistered in such name or names as may be designated by such Holder by (x) in the event of a cash exercise, by reason the date that is three (3) Business Days after the latest of (A) the delivery to the Warrant Agent of the provisions properly executed and completed Exercise Notice, and (B) payment of this paragraph, following the purchase Exercise Price and other amounts as set forth in such Exercise Notice or in the Terms and Conditions or (y) in the event of a portion cashless exercise, the date that is two (2) Business Days after the delivery to the Warrant Agent by the Company of the Cashless Exercise Notification (each such date, the “Warrant Share Delivery Date”); provided, however, that the Warrant Agent shall not be liable to the Company or the Holder for any damages arising out of the failure to deliver the Warrant Shares by the Warrant Share Delivery Date to the extent that such failure relates to the acts or omissions of the Company, a Holder or a Holder’s prime broker. Notwithstanding the foregoing, if the Company is then a participant in the Deposit Withdrawal at Custodian (“DWAC”) system of the Depository Trust Company (the “Depository”) and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares hereunderto and resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise pursuant to the Terms and Conditions, the number of certificates for Warrant Shares available for purchase hereunder at any given time may shall be less than transmitted by the amount stated on Warrant Agent to the face hereofHolder by crediting the account of the Holder’s prime broker with the Depository through its DWAC system to the extent the Holder arranges with its broker to initiate delivery through the DWAC system and the Warrant Agent has been duly instructed to deliver the Warrant Shares through the DWAC system.

Exercise of Warrants. Subject (a) A Holder may exercise a Warrant by delivering, not later than [5:00 P.M.], New York time, on [Unless Warrants may be exercised on only one date or only on specified dates: any Business Day during the Exercise Period (the “Exercise Date”)] [If Warrants may be exercised on only one date: the Expiration Date] [If Warrants may be exercised on certain specified dates: any day on which such Warrant is exercisable (each such date, an “Exercise Date”)] to Section 2(ethe Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are to be issued in Book-Entry form: and, in the case of a Global Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time,] (ii) an election to [purchase] [sell] the Warrant Property (“Election to [Purchase] [Sell]”), properly completed and executed by the Holder on the reverse of the Warrant Certificate [If Warrants are to be issued in Book-Entry form: or, in the case of a Global Warrant Certificate, properly executed by the Participant and substantially in the form included on the reverse of each Warrant Certificate,] and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (a) the Warrant Certificate [If Warrants are to be issued in Book-Entry form: or the Book-Entry Warrants,] (b) the Election to [Purchase] [Sell], or (c) the Exercise Price therefor, is received by the Warrant Agent after [5:00 P.M.], New York time, on [Unless Warrants may be exercised on only one date: the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder [If Warrants are to be issued in Book-Entry form: or Participant, as the case may be,] as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which funds for the exercise of the purchase rights represented by this Warrants are received of the amount so deposited to its account. The Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall, by [11:00 A.M.] on the Business Day following the [Unless Warrants may be exercised on only one date: Exercise Date of a duly executed e-mail attachment of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], advise the Notice of Exercise Company and the [Trustee under the Indenture applicable to] [the transfer agent and registrar in respect of] the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) Warrant Property purchasable or salable upon such exercise as to the number of Trading Days comprising Warrants exercised in accordance with the Standard Settlement Period terms and conditions of this Agreement, the instructions of each Holder [If Warrants are to be issued in Book-entry Form: or Participant, as the case may be,] with respect to purchase or sale of the Warrant Property purchasable or salable upon such exercise, and the delivery of definitive Warrant Certificates [If Warrants are to be issued in Book-Entry form: or one or more Global Warrant Certificates, as appropriate,] evidencing the balance, if any, of the Warrants remaining after such exercise, and such other information as the Company or such [Trustee] [transfer agent and registrar] shall reasonably require. (c) The Company shall, by [5:00 P.M.], New York time, on the third Business Day next succeeding the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], [execute, issue and] deliver, to the Warrant Agent, [pursuant to the Indenture applicable to the Warrant Property, the Warrant Property, duly authenticated by the Trustee of such Indenture and in authorized denominations] [the cash amount] to which such Holder is entitled[, in fully registered form, registered in such name or names as defined may be directed by such Holder] [If Warrants are to be issued in Book-Entry form: or the Participant, as the case may be]. Upon receipt of such [Warrant Property] [cash amount], the Warrant Agent shall, by [5:00 P.M.], New York time, on the fifth Business Day next succeeding [Unless Warrants may be exercised on only one date: such Exercise Date] [If Warrants may be exercised on only one date: the Expiration Date], transmit such [Warrant Property] [cash], to or upon the order of the Holder [If Warrants are to be issued in Book-Entry form: or Participant, as the case may be,] [together with, or preceded by the prospectus referred to in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price 5.06 hereof]. The Company agrees that it will provide such information and documents to the Company Warrant Agent as may be necessary for the Warrant Shares specified in Agent to fulfill its obligations hereunder. (d) The accrual of [interest] [dividends], if any, on the Warrant Property issued, if any, upon the valid exercise of any Warrant will be governed by the terms of the applicable Notice [Indenture] [articles of Exercise amendment] and such Warrant Property. From and after the issuance of such Warrant Property, the former Holder of the Warrants exercised will be entitled to the benefits of the [Indenture] [articles of amendment] under which such Warrant Property is issued and such former Holder’s right to receive payments of [principal of (and premium, if any) and interest, if any, on] [dividends and any other amounts payable in respect of] the Warrant Property shall be governed by, and shall be subject to, the terms and provisions of such [Indenture] [articles of amendment] and the Warrant Property. (e) Warrants may be exercised only in whole numbers of Warrants. [Unless Warrants may be exercised on only one date: If fewer than all of the Warrants evidenced by wire transfer or cashier’s check drawn on a United States bank unless Warrant Certificate are exercised, a new Warrant Certificate for the cashless exercise procedure specified number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2(c) below is then permitted 1.02 hereof, and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein delivered to the contrary, Holder at the Holder address specified on the books of the Warrant Agent or as otherwise specified by such Holder.] (f) The Company shall not be required to physically surrender this Warrant pay any stamp or other tax or other governmental charge required to the Company until the Holder has purchased all be paid in connection with any transfer involved in any issue or delivery of the Warrant Shares available hereunder Property; and if any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Property until such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of ’s satisfaction that no such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. Subject Catalyst hereby covenants to Section 2(e)BOS that during the term of this Agreement it shall not exercise the Warrants without the prior written consent of BOS, which may be granted or withheld at BOS's discretion. In addition, Catalyst hereby agrees and covenants to BOS that it will exercise the Warrants if so directed by BOS, at its sole discretion, and such exercise shall be deemed exercise of the purchase rights represented by this Option with respect to the shares underlying such Warrant, PROVIDED that BOS shall bear the exercise price of the Warrants and any tax imposed on Catalyst with respect thereto, if any such tax is imposed, and such exercise price shall be deemed the Exercise Price of such shares. Notwithstanding the foregoing, if BOS shall have not exercised the Option in full on or prior to the date which is 45 days prior to the Warrant's termination date, (November 14, 2005) (hereinafter: the "WARRANT TERMINATION DATE"), Catalyst shall have a right to notify BOS of its wish to exercise the Warrant. BOS shall then notify Catalyst in writing no later than 30 days prior to the Warrant may be madeTermination Date whether or not it intends to exercise the Warrant, and if BOS indicated that is does not intend to exercise the Warrant, Catalyst will then have a right to exercise the Warrant at its own expense. . For further clarity, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed 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 aforesaidevent that Catalyst exercises such Warrant, the Holder shall deliver the aggregate Exercise Price shares issued by Catalyst pursuant 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 cashless such exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise deemed to be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Option Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Subject to Section 2(e)the terms hereof, each Purchaser agrees to exercise the June 1st Warrants, June 14th Warrants and the 2006 Warrants as set forth herein. 1.1 The Exercise Price on the 2006 Warrants shall be reduced from $6.805 to ____. (the “Market Price”).1 1.2 Subject to the terms hereof, each Purchaser agrees to exercise (i) 100% of the purchase rights represented by this Warrant may be madeJune 1st Warrants and June 14th Warrants issued to such Purchaser and (ii) 50% of the 2006 Warrants issued to such Purchaser, in whole or in parteach case as set forth on Schedule A hereto on the Business Day following the date of this Agreement (“Closing Date”). In consideration for such exercise, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of shall issue to each Purchaser a duly executed e-mail attachment of the Notice of Exercise warrant in the form annexed of Exhibit A attached hereto (the “Notice of ExerciseAdditional Warrants”). Within , registered in the earlier name of (i) two (2) Trading Days and (ii) such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Trading Days comprising shares of Common Stock indicated opposite such Purchaser’s name on Schedule A hereto under 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 heading “Additional Warrant Shares” at an Exercise Price equal to the Company for Market Price per share. 1.3 Each Purchaser shall have 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation option within three (3) Trading Days 90 calendar days of the date the final Notice of Exercise is delivered hereof to the Company. Partial exercises of this Warrant resulting in purchases of a exercise all or any portion of the total number remaining 2006 Warrants and receive an additional warrant, registered in the name of Warrant Shares available hereunder such Purchaser, pursuant to which such Purchaser shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal right to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing acquire the number of Warrant Shares purchased shares of Common Stock that it exercises pursuant to this Section 1.3. Such additional warrant shall be exercisable at the Market Price and be in the same form as the Additional Warrant. For the purposes of this Amendment, the additional warrant issued under this Section 1.3 shall be deemed an “Additional Warrant” and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason shares issuable upon exercise of the provisions of this paragraph, following additional warrant shall be included in the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofAdditional Registration Statement filed pursuant to Section 3 below.

Exercise of Warrants. Subject At any time, the Collateral Manager may, subject to Section 2(e10.2(d), exercise of direct the purchase rights represented by this Warrant may be made, Trustee to apply Interest Proceeds (but not Principal Proceeds) to make any payments required in whole connection with a workout or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company restructuring of a duly executed e-mail attachment Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Notice Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of Exercise a Collateral Obligation that requires a payment that results in the form annexed hereto (the “Notice receipt of Exercise”). Within the earlier of an Equity Security unless (i) two the Collateral Manager (2on the Issuer’s behalf) Trading Days certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the workout or restructuring and (y) any Equity Security received as a result will be sold prior to receipt by the Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in the related Underlying Documents, the Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such Equity Security as soon as practicable after such sale or disposition is permitted by applicable law and not prohibited by such contractual restriction and (ii) the number Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu 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 debt previously contracted” 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all purposes of the Warrant Shares available hereunder and Vxxxxxx Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the Warrant has been exercised in fullloan securitization exclusion under the Vxxxxxx Rule, in which case, such Equity Security may be received by the Holder shall surrender this Warrant Issuer and the Collateral Manager will use commercially reasonable efforts to effect the Company for cancellation sale of such Equity Security within three years after receipt; provided, further that, with respect to any such exercise, the Issuer shall only apply Interest Proceeds (3including Contributions treated as Interest Proceeds) Trading Days in excess of the date amount of Interest Proceeds required (x) to pay interest due and payable on the final Notice Secured Notes on the next succeeding Payment Date and (y) to cure any Coverage Test failure continuing at such time. For the avoidance of Exercise is delivered to the Company. Partial exercises of this Warrant resulting doubt, any sale or other disposition described in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one clause (1i) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time or (ii) above may be less than the amount stated on the face hereofto ORCC or otherwise.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Each Warrant may be made, exercised in whole or in part, at any time and from time to time, during the Exercise Period, for the purchase of shares of Common Stock of the Company not exceeding the number of shares set forth on the face of the Warrant, as shall be adjusted pursuant to Section 5 hereof, by presentation and surrender of the Warrant to the Warrant Agent at its principal office at 2 Broadway, 19th Floor, New York, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxxxxxx Xxxxxxxxxx (or times on or at such other address as the Company may notify the Holders in writing after the Initial Exercise Date date hereof), with the purchase form (the "Purchase Form") annexed to said Warrant duly executed and on or before the Termination Date accompanied by delivery a check payable to the Company of a duly executed e-mail attachment in the amount 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 for the Warrant Shares for which the Warrant is being exercised. The Warrant Agent shall promptly transmit the check to the Company for the Warrant Shares at the address set forth in Section 12 of Exhibit A hereto. Upon receipt by the Warrant Agent of the Warrant and such Purchase Form, together with a check in the amount of the Exercise Price for the Warrant Shares for which the Warrant is being exercised, the Holder shall be deemed to be the holder of record of the number of Warrant Shares specified in such Purchase Form, notwithstanding that the applicable Notice transfer books of Exercise by wire transfer the Company shall then be closed or cashier’s check drawn on that certificates (if any) representing the Warrant Shares shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue taxes payable in respect of the issue of the Warrant Shares. If a United States bank unless Warrant is exercised in part only the cashless exercise procedure specified in Section 2(c) below is then permitted Warrant Agent shall, upon surrender of the Warrant, execute and is specified in deliver a new Warrant evidencing the applicable Notice rights of Exercise. No ink-original Notice the Holder thereof to purchase the balance of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be requiredthe Warrant Shares issuable under the surrendered Warrant. Notwithstanding anything herein in this Warrant Agreement to the contrary, the Holder Warrant Agent shall not be required to physically surrender this issue or distribute Warrants representing fractions of Warrant Shares. In lieu of issuing or distributing a Warrant for fractional Warrant Shares, the actual distribution that the Warrant Agent will make will reflect a rounding of such fraction to the Company until the Holder has purchased all nearest whole share (up or down), with half shares or less being rounded down and fractions in excess of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases half of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofshare being rounded up.

Exercise of Warrants. Subject to Section 2(e), exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed 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 and/or Prefunded Warrants specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares and/or Prefunded Warrants available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares and/or Prefunded Warrants available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares and/or Prefunded Warrants purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares and/or Prefunded Warrants purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares and/or Prefunded Warrants hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Subject to Section 2(e), exercise of the (i) The purchase rights represented by this Warrant may shall be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or deemed exercised by delivery before the Termination Expiration Date by delivery to the Company of a duly executed e-mail attachment all of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of following: (i) two (2) Trading Days a signed copy of the Election to Participate and (ii) the number of Trading Days comprising the Standard Settlement Period Exercise Warrant (as defined in Section 2(d)(ithat certain Offer to Amend and Exercise Warrants to Purchase Common Stock of root9B Technologies, Inc. dated January 11, 2016 (the “Offer to Amend and Exercise”), (ii) herein) following the date a signed copy of exercise an Accredited Investor Questionnaire (as aforesaid, the Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified defined in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless Offer to Amend and Exercise), (iii) the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises copy of this Warrant resulting (or an Affidavit of Lost Warrant in purchases of a portion of the total number of Warrant Shares available hereunder shall have form required by the effect of lowering Offer to Amend and Exercise) for cancellation, and (iv) cash in the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing $1.10 per share multiplied by the number of Warrant Shares purchased the Holder elects to purchase (collectively, the “Acceptance and the date of such purchasesExercise Documents”). The Company cash may be tendered in the form of a check payable to root9B Technologies, Inc. or by wire transfer to the Company’s account as set forth in the Election to Participate and Exercise Warrant. Each of the Acceptance and Exercise Documents must be properly delivered, before the Expiration Date to: Maxim Group, LLC, Attn: Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax No. (000) 000-0000. This Amendment shall deliver any objection be deemed ineffective and null and void if all of the Acceptance and Exercise Documents are not delivered in accordance herewith prior to any Notice of Exercise within one the Expiration Date. (1ii) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance Upon the exercise of this Warrant, acknowledge and agree that, by reason of Warrant in compliance with the provisions of this paragraphSection 2(a) as promptly as reasonably practicable, following the purchase Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for that number of a portion of the Warrant Shares hereunderissuable upon such exercise. In the event that the rights under this Warrant are exercised in part and have not expired, the Company shall execute and deliver a new Warrant reflecting the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthat remain subject to this Warrant.

Exercise of Warrants. (a) Subject to subsection (b) of this Section 2(e)1, exercise upon presentation and surrender of this Warrant Certificate, with the attached Purchase Form duly executed, at the principal office of the purchase rights represented Company, or at such other place as the Company may designate by this notice to the Holder hereof, together with a certified or bank cashiers check payable to the order of the Company in the amount of the Exercise Price times the number of Shares being purchased, the Company shall deliver to the Holder hereof, as promptly as practicable, certificates representing the Shares being purchased. This Warrant may be made, exercised in whole or in part; and, at any time or times on or after in case of exercise hereof in part only, the Initial Exercise Date and on or before the Termination Date by delivery Company, upon surrender hereof, will deliver to the Company Holder a new Warrant Certificate or Warrant Certificates of like tenor entitling the Holder to purchase the number of Shares as to which this Warrant has not been exercised. (b) This Warrant may be exercised at a duly executed e-mail attachment price of $7.94 per share and become exercisable as the Notice of Exercise underlying Shares vest (in the form annexed hereto manner as set forth in (the “Notice of Exercise”d) below). Within The Warrant shall expire upon the earlier close of business March 1, 2005. (c) The Warrant Price shall be payable at the time of exercise. The Warrant Price may be paid in cash (by check) or by: (i) two surrender of shares of Common Stock of the Company already owned by the Executive, having a Market Price (2as defined below) Trading Days and equal to the exercise price of the Warrant; (ii) provided that a public market for the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaidCompany's stock exists, through a "same day sale" commitment from the Holder shall deliver and a broker-dealer that is a member of the aggregate Exercise Price National Association of Securities Dealers, Inc. (an "NASD Dealer") whereby the Holder irrevocably elects to the Company for exercise 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 cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of sell a portion of the total number Shares so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of Warrant such Shares available hereunder shall have to forward the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal exercise price directly to the applicable number of Warrant Shares purchased. The Company; (iii) provided that a public market for the Company's stock exists, through a "margin" commitment from the Holder and an NASD Dealer whereby the Holder irrevocably elects to exercise the Warrant and to pledge the Shares so purchased to the NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company; (iv) upon surrender of the Warrant at the principal office of the Company together with notice of election, in which event the Company shall maintain records showing issue Holder a number of Shares computed using the following formula: X = Y (A-B)/A where: X = the number of Warrant Shares purchased and to be issued to Holder (not to exceed the date number of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance Shares set forth on the cover page of this WarrantWarrant Agreement, acknowledge and agree that, by reason of as adjusted pursuant to the provisions of Section 6 of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, Agreement). 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 closing price of the common stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the Date of Exercise of this Warrant (the "Average Closing Bid Price"), as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if the common stock is not traded on NASDAQ, the Average Closing Bid Price in the over-the-counter market; provided, however, that if the common stock is listed on a stock exchange, the Market Price shall be the Average Closing Bid Price on such exchange; and, provided further, that if the common stock is not quoted or listed by any organization, the fair value of the common stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). B = the Exercise Price. or (v) by any combination of the foregoing. (d) The Shares available underlying the Warrants shall vest, and the Warrants shall become exercisable with respect to such Shares as follows: (i) one-third when the Company's hosting revenues and related services reach $12 million or when the Company's closing bid price according to NASDAQ exceeds $10 for 30 consecutive trading days commencing on march 1, 2000 , (ii) one-third when the Company's hosting revenues and related services reach $50 million, and (iii) one-third when the Company's hosting revenues and related services reach $75 million. In the event Holder ceases to be an employee of the Company, for any reason, all unvested Shares underlying the Warrants shall immediately be canceled, and the Warrants will entitle Holder to purchase hereunder at only those Shares that have vested prior to the date he ceased to be employed by the Company. In the event of a "change of control" as defined below, all of the Shares underlying the Warrants shall vest and become immediately exercisable. A change of control shall mean and include the following transactions or situations: 1. A sale, transfer, or other disposition by the Company through a single transaction or a series of transactions of securities of the Company representing fifty (50%) percent or more of the combined voting power of the Company's then outstanding securities to any given time may be less "Unrelated Person" or "Unrelated Persons" acting in concert with one another. For purposes of this definition, the term "Person" shall mean and include any individual, partnership, joint venture, association, trust corporation, or other entity [including a "group" as referred to in Section 13(d)(3) of the Securities Exchange Act of 1934 ("1934 Act")]. For purposes of this definition, the term "Unrelated Person" shall mean and include any Person other than the amount stated on Company, a wholly-owned subsidiary of the face hereofCompany, or an employee benefit plan of the Company; provided however, a sale to underwriters in connection with a public offering of the Company's securities pursuant to a firm commitment shall not be a Change of Control.

Exercise of Warrants. (a) The purchase price per Share to be paid by a Holder for Shares subject to the Warrants shall be $10.00, subject to adjustment as set forth in Section 11 of this Agreement (the “Exercise Price”). Subject to Section 2(e)4(b) below, a Holder may exercise of the purchase rights represented Warrants evidenced by this a Warrant may be made, Certificate in whole or in part, part at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery prior to the Company of a duly executed e-mail attachment Expiration Time by delivering to the Secretary of the Notice Bank (i) the Warrant Certificate; (ii) a written notice to the Bank specifying the number of Exercise in the form annexed hereto Shares with respect to which Warrants are being exercised (the “Notice of ExerciseExercise Notice”). Within the earlier of (i) two (2) Trading Days ; and (iiiii) a check for the number full amount of Trading Days comprising the Standard Settlement Period aggregate Exercise Price of the Shares being acquired. (b) Notwithstanding any provision in this Agreement to the contrary, no Holder may exercise Warrants if such exercise would cause, or would create a material risk of causing, the Bank to be ineligible to be taxed as defined an “S corporation” under section 1361 of the Internal Revenue Code of 1986, as amended, as may be determined by the board of directors of the Bank in its sole discretion. In the event that a Holder attempts to exercise warrants pursuant to Section 2(d)(i4(a) hereinabove and the board of directors of the Bank determines, in its sole and absolute discretion, that such exercise would cause, or would create a material risk of causing, the Bank to be ineligible to be taxed as an “S corporation” under section 1361 of the Code, then the Bank shall deliver written notice to the Holder (“Bank Notice”) within five (5) business days following receipt of the Exercise Notice that the Warrants may not be exercised at that time. For a period of ten (10) business days following the date of exercise as aforesaidthe Bank Notice, the Holder shall deliver have the aggregate Exercise Price option to either (i) retain the Warrants for possible exercise at a future date, or (ii) receive cash for each Warrant equal to the Company for difference between the Warrant Shares specified in book value per share of common stock of the applicable Bank as of the end of the quarter immediately preceding the date on which the Exercise Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein was delivered to the contraryBank less the exercise price per share; provided, however, that the Holder shall not be required have the right to physically surrender receive cash pursuant to this Warrant to provision at any time following the Company until occurrence of a Regulatory Event. In the event that the Bank does not receive an election from the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three ten (310) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and business days following the date of such purchases. The Company the Bank Notice to either retain the Warrants or receive cash, the Bank shall deliver any objection return the Warrant Certificate, along with the Holder’s check representing payment for the Exercise Price of the Warrants, and the Holder may attempt to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance exercise the Warrants at a future date in accordance with the terms of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofAgreement.

Exercise of Warrants. (a) Subject to the conditions in Section 2(e) of each of the Original Warrants, by executing this Agreement, the Company and the Holder hereby agree that the Holder shall be deemed to have exercised the number of Original Warrants set forth on the signature page hereto at a reduced exercise price of $1.00 per share (the “New Exercise Price”), for aggregate cash proceeds to the Company in the amount set forth on the Holder’s signature page hereto, pursuant to the terms of the Original Warrants, as amended hereby with respect to the New Exercise Price. The Holder shall deliver the aggregate cash exercise price for such Original Warrants at the New Exercise Price to the bank account set forth on the Company’s signature page hereto within two Trading Days after the date hereof and the Company shall deliver the Warrant Shares to the Holder via the Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the terms of the Original Warrants, but pursuant to DWAC instructions set forth on the Holder’s signature page hereto. The date of the closing of the exercise of the purchase rights represented by this Warrant may Original Warrants shall be made, in whole or in part, at any time or times on or after referred to as the Initial Exercise Date and on or before the Termination Date by delivery “Closing Date”. Notwithstanding anything to the Company contrary contained herein, if the Holder has exercised all of a duly executed e-mail attachment its Original Warrants on the Closing Date, the provisions of the Notice of Exercise in the form annexed hereto clauses (the “Notice of Exercise”). Within the earlier of (ib) two (2) Trading Days and (iic) of this Section 2.1 shall not apply to the number of Trading Days comprising Holder. (b) After the Standard Settlement Period Closing Date, if and whenever the Holder, together with its Attribution Parties (as defined in Section 2(d)(i2(e) hereinof the Original Warrants), can exercise Original Warrants for 3,943,211 Warrant Shares (the "Threshold Amount") following in compliance with the date of exercise as aforesaidBeneficial Ownership Limitation, the Holder shall deliver hereby covenants and agrees to promptly exercise for cash the aggregate Exercise Price to Holder's Attribution Party Pro Rata Percentage (as defined below) of such Threshold Amount of the Company for the Warrant Shares specified in the applicable Original Warrants held by it by delivery of a Notice of Exercise pursuant to the terms and conditions of the applicable Original Warrants, as amended hereby with respect to the New Exercise Price. The parties hereto further agree that the Holder may voluntarily exercise for cash, from time to time, the Original Warrants pursuant to the terms and conditions of the applicable Original Warrants, which exercises shall count toward the number of Original Warrants that are required to be exercised to satisfy the Threshold Amount. As used herein "Attribution Party Pro Rata Percentage" means the percentage calculated by wire transfer or cashier’s check drawn on a United States bank unless dividing (i) the cashless total number of Original Warrants held by the Holder, by (ii) the total number of Original Warrants held by the Holder and its Attribution Parties. (c) In addition to the foregoing, subject to the Holder's ability to exercise procedure specified Original Warrants in compliance with the Beneficial Ownership Limitations (as defined in and as set forth in Section 2(c2(e) below is then permitted and is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be requiredOriginal Warrants held by the Holder), nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contraryon January 27, 2020, the Holder shall not agrees to exercise for cash as many Original Warrants as it can exercise still be required to physically surrender this Warrant in compliance with the Beneficial Ownership Limitations contained in the Original Warrants pursuant to the Company until terms and conditions of the applicable Original Warrants. If any Original Warrants remain unexercised after January 27, 2020, on the thirty day anniversary of such date, the Holder has purchased agrees to exercise for cash as many Original Warrants as it can receive upon such exercise and still be in compliance with the Beneficial Ownership Limitations contained in the Original Warrants pursuant to the terms and conditions of the applicable Original Warrants. Any exercises pursuant to this clause (c) shall be done in accordance with the provisions set forth in the Original Warrants, as amended hereby with respect to the New Exercise Price. While any Original Warrants are held by the Holder, the Holder covenants and agrees not to purchase any shares of Common Stock of the Company (including, but not limited to, while the Resale Registration Statement (as defined below) is effective and available for the resale of all of the Warrant Shares available hereunder and Shares, an exercise of any New Warrants), other than pursuant to exercises of Original Warrants. During the Warrant has been exercised in full, in which caseterm of this Agreement, the Holder shall surrender this Warrant agrees not to the Company for cancellation within three (3) Trading Days transfer any of the date Original Warrants other to transferees who assume the final Notice of Exercise is delivered to the Companyobligations under this Agreement. Partial The obligations under Section 2.1 shall terminate on February 29, 2020 and all subsequent exercises of this Warrant resulting in purchases the Original Warrants shall be at the original exercise price 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 $2.15 and the Company New Exercise Price shall 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 (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofno longer apply.