Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. The Warrants evidenced by this Warrant Certificate may be exercised in whole or in part upon surrender to the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issued.

Exercise of Warrants. The Warrants evidenced by this A Warrant Certificate may be exercised in whole or in part upon surrender of the certificate or certificates evidencing the Warrant to the Companybe exercised, at its Office, of this Warrant Certificate, together with the Purchase Form attached hereto form of election to purchase on the reverse thereof duly completed filled in and signed, to the Company at its principal office (or if appointed, the principal office of the warrant agent) and upon payment of the Warrant Price (as defined and determined in accordance with the provisions of Section 3 and Section 6 to the Company (or if appointed, to the warrant agent for the account of the Exercise Price Company), for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Warrant Price shall be at the option of the Holder in cash or made by bank check payable wire transfer to the order account of the Company or a combination thereof. bank cashier's check. (a) Subject to Section 3 hereof2.2 and Section 5, upon the surrender of this the Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Warrant Price as aforesaid, the Company (or if appointed, the warrant agent) shall promptly, and in any event within three (3) business days, cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate designate, a certificate(s) certificate or certificates for the number of full Warrant Shares so purchasedpurchased upon the exercise of such Warrant, togethertogether with cash, at the option of the Company as provided in Section 7 hereof8, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrenderexercise. Such certificate(s) Warrant Share 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 surrender of this Warrant Certificate such Warrants and payment of the Exercise Warrant Price, as aforesaid. The rights of purchase represented by this the Warrant Certificate shall be exercisable, at the election of the HolderHolder thereof, either in full at any time or from time to time in part prior to the Expiration Datepart. In the event that a certificate evidencing the Holder Warrant is exercised in respect of this Warrant Certificate shall exercise fewer less than all of the Warrants evidenced hereby Warrant Shares purchasable on such exercise at any time prior to the Expiration Datedate of expiration of the Warrant, a new Warrant Certificate certificate evidencing the remaining unexercised Warrant(sportion of the Warrant will be issued, and the warrant agent (if so appointed) is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section 2.1. The Company, whenever required by the warrant agent (if appointed), will supply the warrant agent with Warrant certificates duly executed on behalf of the Company for such purpose. (b) In the event the Company issues warrants in the future which contain a “net exercise” provision, the Warrant shall be issueddeemed automatically amended to allow holder the right to exercise the Warrant on the same net exercise terms.

Exercise of Warrants. The Warrants evidenced Exercise of the purchase rights represented by this Warrant Certificate may be exercised made, in whole or in part upon part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the 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 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, at its Office, . Partial exercises of this Warrant Certificate, with resulting in purchases of a portion of the Purchase Form attached hereto duly completed and signed, and upon payment 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 of the Exercise Price for shall maintain records showing the number of Warrant Shares in respect purchased and the date of which such Warrants are then exercisedpurchases. Payment The Company shall deliver any objection to any Notice of Exercise within one (1) 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 aggregate Exercise Price shall be at provisions of this paragraph, following the option purchase of a portion of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereofWarrant Shares hereunder, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchasedavailable for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), together, at the option of in no event will the Company as provided in Section 7 hereof, with be required to net cash in respect of any fractional settle a Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedexercise.

Exercise of Warrants. The Warrants evidenced by Subject to the provisions hereof, this Warrant Certificate may be exercised by the holder hereof, in whole or in part upon part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any business day at the Company, at its Office, ’s principal executive offices (or such other office or agency of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signedCompany as it may designate by notice to the holder hereof), and (i) upon payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the number of Warrant Shares specified in respect the Exercise Agreement or (ii) delivery to the Company of which such Warrants are then exerciseda written notice of an election to effect a “Cashless Exercise” (as defined in paragraph (b) below) for the Warrant Shares specified in the Exercise Agreement. Payment of the aggregate Exercise Price The Warrant Shares so purchased shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause deemed to be issued and delivered with all reasonable dispatch to the holder hereof or upon such holder’s designee, as the written order record owner of such shares, as of the Holder close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and in payment shall have been made for such name or names shares as the Holder may designate a certificate(s) set forth above. Certificates for the number of Warrant Shares so purchased, togetherrepresenting the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding five (5) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the option time of the Company as provided in Section 7 hereofdelivery of such certificates, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior deliver to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, holder a new Warrant Certificate evidencing representing the remaining unexercised Warrant(s) number of shares with respect to which this Warrant shall be issuednot then have been exercised.

Exercise of Warrants. The (a) During the period specified in Section 2.02 any whole number of Warrants evidenced by this Warrant Certificate may be exercised in whole or in part upon surrender to by providing certain information set forth on the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company reverse side of the Exercise Price for the number of Warrant Shares Certificate and by paying in respect of which such Warrants are then exercised. Payment full, in lawful money of the aggregate Exercise Price shall be at the option United States of the Holder America, [in cash or by certified check or official bank check payable or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds the Warrant Price for each Warrant exercised to the order Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company or maintained with it and shall advise the Company by telephone at the end of each day on which a combination thereof. Subject to Section 3 hereof, upon [payment] [wire transfer] for the surrender exercise of this Warrant Certificate, with the Purchase Form duly executed and payment Warrants is received of the Exercise Price as aforesaid, amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company shall cause in writing. (b) The Warrant Agent shall, from time to be issued time, as promptly as practicable, advise the Company and delivered with all reasonable dispatch to or upon the written order Trustee under the Indenture of the Holder and in such name or names as the Holder may designate a certificate(s(i) for the number of Warrants exercised in accordance with the terms and conditions of this Agreement and the Warrant Shares so purchasedCertificates, together, at (ii) the option instructions of each holder of the Company as provided in Section 7 hereof, Warrant Certificates evidencing such Warrants with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as delivery of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time Debt Securities to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issued.which such holder is entitled upon

Exercise of Warrants. The (a) During the period specified in Section 3.2, any whole number of Warrants evidenced by this Warrant Certificate may be exercised by surrendering the ----------- Warrant Certificate evidencing such Warrants at the place or at the places set forth in whole or in part upon surrender to the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto purchase form set forth in the Warrant Certificate duly completed and signedexecuted, and upon accompanied by payment to in full, in lawful money of the Company United States of America, in cash or by certified check or official bank check or by wire transfer in immediately available funds, of the Exercise Price for each Warrant exercised. The date on which payment in full of the number of Exercise Price for a Warrant Shares in respect of and the duly executed and completed Warrant Certificate are received by the Company shall be deemed to be the date on which such Warrants are then Warrant is exercised. Payment . (b) As soon as practicable after the exercise of any Warrants, the aggregate Exercise Price Company shall be at the option of the Holder in cash issue to or by bank check payable to upon the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment Holder of the Exercise Price as aforesaidWarrant Certificate evidencing such Warrants, a certificate or certificates representing the Company shall cause number of shares of Common Stock to be issued and delivered with all reasonable dispatch to or upon the written order of the which such Holder and is entitled in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon be directed by such surrenderHolder. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise If fewer than all of the Warrants evidenced hereby at any time prior to by such Warrant Certificate are exercised, the Expiration Date, Company shall execute and deliver a new Warrant Certificate evidencing the number of Warrants remaining unexercised Warrant(sunexercised. (c) The Company shall not be issuedrequired to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Common Stock. In the event that any such transfer is involved, the Company shall not be required to issue or deliver any shares of Common Stock until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. The Warrants (a) Each Warrant evidenced by this Warrant Certificate hereby may be exercised in whole or in part by the Holder at any time on the Exercise Date, upon surrender the terms and subject to the Companyconditions set forth herein, at its Officeby delivery to the Corporation of a completed Notice of Exercise in the form attached as Schedule A hereto. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive shares of restricted common stock of the Corporation deliverable upon such exercise shall be treated for all purposes as the Holder of a Warrant Share upon the exercise of the applicable Warrant as of the close of business on the Exercise Date. Promptly following, and in any event within ten (10) business days after, the date on which the Corporation first receives clearance of all funds received in payment of the Purchase Price pursuant to this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company Corporation shall cause to be issued and delivered with all reasonable dispatch to the person or upon persons entitled to receive the written order same, a certificate or certificates evidencing the issuance to such Holder of the Holder and in such name or names as the Holder may designate a certificate(s) for the applicable number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this (plus a Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election for any remaining issued but unexercised Warrants of the Holder). Notwithstanding the foregoing sentence, either in full at the event that any time registration or qualification (or filing for exemption from time to time in part any such requirements) is required prior to the Expiration Date. In issuance of such Warrant Shares by the event that Corporation in accordance with Section 3(b) below, then the obligation to deliver any such certificates shall arise only upon completion of such requirements and at such time as the Corporation may lawfully do so. (b) Upon the exercise of the Warrants represented hereby, if the Corporation so requests, the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior certify to the Expiration DateCorporation that it is not exercising such Warrants with a view to distribute the Warrant Shares in violation of the Securities Act, a new and shall provide such other investor representations as the Corporation may require to confirm the ability of the Corporation to rely upon the exemption from registration under the Securities Act which applies to the distribution of Warrant Certificate evidencing Shares at the remaining unexercised Warrant(s) shall be issuedtime of such distribution.

Exercise of Warrants. The Warrants evidenced by (a) Upon surrender of this Warrant Certificate may be exercised in whole or in part upon surrender with the Form of Election to Exercise attached hereto duly completed and signed to the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signedaddress set forth in Section 10, and upon payment to the Company and delivery of the Exercise Price for per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in respect of which such Warrants are then exercised. Payment lawful money of the aggregate Exercise Price shall be at the option United States of the Holder in cash America, by tendering cash, wire transferring or by delivering a certified check or bank check cashier’s check, payable to the order of the Company or a combination thereof. Subject Company, all as specified by the Warrant Holder in the Form of Election to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaidExercise, the Company shall promptly issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate(s) certificate for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrenderexercise, with such restrictive legend as required by the Securities Act. Such certificate(s) Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have been issued become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant, irrespective of the date of the surrender of this Warrant Certificate and payment delivery of the Exercise Pricecertificate evidencing such shares, as aforesaid. The rights except that, if the date of purchase represented by this Warrant Certificate shall such receipt is a date on which the stock transfer books of the Company are closed, such person will be exercisable, deemed to have become the holder of such shares at the election close of business on the Holder, either in full at any time or from time to time in part prior to next succeeding date on which the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedstock transfer books are open.

Exercise of Warrants. The Warrants evidenced by this Subject to the Required Condition, all or any part of the Warrant Certificate may be exercised in whole at any time on or in part upon surrender to the Companybefore 5 p.m. Pacific Time on December 23, at its Office, of 1999 by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Purchase Form attached hereto Warrantholder or by his duly completed authorized attorney, at the office of the Company, 00000 XX Xxxxxx, Xxxxx X-0, Xxxxxxxx, Xxxxxx 00000, or at such other office or agency as the Company may designate. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant exercise. When such certificates are prepared, the Company shall notify the Warrantholder and signed, and deliver such certificates to the Warrantholder or as per the Warrantholder's instructions immediately upon payment to in full by the Company Warrantholder, in lawful money of the United States, of the Exercise Price for payable with respect to the number Securities being purchased. Such Securities shall be registered with the Securities and Exchange Commission on or before the next registration effected by the Company, and thereafter certificates representing them shall not bear a legend with respect to the Securities Act of 1933, upon compliance with such registration. Prior thereto, both the Securities and this Warrant Shares in respect of which such Warrants are then exercisedshall be restricted, and bear a legend to comply with federal and state law. Payment The Securities to be obtained on exercise of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall will be deemed to have been issued issued, and any person exercising the Warrants will be deemed to have become a holder of record of those Securities, as of the date of the surrender of this Warrant Certificate and full payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise If fewer than all the Warrants evidenced hereby at any time prior Securities purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Expiration Date, Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing that portion of the remaining unexercised Warrant(s) shall be issuedWarrant not exercised.

Exercise of Warrants. The Warrants evidenced by this Warrant Certificate may be exercised by the Warrant holder in whole whole, or in part upon part, by surrender of the Warrant Certificate at the office of the Company (or such other office or agency of the Company as may be designated by notice in writing to the Warrant holder at the address of such Warrant holder appearing on the books of the Company, at its Office, of this Warrant Certificate, ) with the Purchase Form subscription form attached hereto duly completed completed, at any time within the period beginning on the date hereof and signedexpiring at 5:00 p.m. Houston, Texas time, on December 16, 2007 (the "Exercise Period") and upon by payment to the Company by certified check or bank draft of the Exercise Price for such shares. The Company agrees that the number shares of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price Common Stock so purchased shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause are deemed to be issued and delivered with all reasonable dispatch to or upon the written order Warrant holder as the record owner of such shares of Common Stock as of the Holder close of business on the date on which the Warrant Certificate shall have been surrendered and in payment made for such name or names as shares of Common Stock. Certificates representing the Holder may designate a certificate(s) for the number shares of Warrant Shares Common Stock so purchased, togethertogether with any cash for fractional shares of Common Stock paid pursuant to Section 4(f), at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior delivered to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all holder promptly, and, unless the Warrants evidenced hereby at any time prior to the Expiration Datehave expired, a new Warrant Certificate evidencing representing the remaining unexercised Warrant(s) number of Warrants represented by the surrendered Warrant Certificate, if any, that shall not have been exercised also shall be issueddelivered to the Warrant holder within such time.

Exercise of Warrants. The Warrants (a) Each Warrant evidenced by this Warrant Certificate hereby may be exercised in whole or in part by the Holder at any time on the Exercise Date, upon surrender the terms and subject to the Companyconditions set forth herein. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive shares of restricted common stock of the Corporation deliverable upon such exercise shall be treated for all purposes as the Holder of a Warrant Share upon the exercise of the applicable Warrant as of the close of business on the Exercise Date. Promptly following, at its Officeand in any event within ten (10) business days after, the date on which the Corporation first receives clearance of all funds received in payment of the Purchase Price pursuant to this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company Corporation shall cause to be issued and delivered with all reasonable dispatch to the person or upon persons entitled to receive the written order same, a certificate or certificates evidencing the issuance to such Holder of the Holder and in such name or names as the Holder may designate a certificate(s) for the applicable number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this (plus a Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election for any remaining issued but unexercised Warrants of the Holder). Notwithstanding the foregoing sentence, either in full at the event that any time registration or qualification (or filing for exemption from time to time in part any such requirements) is required prior to the Expiration Date. In issuance of such Warrant Shares by the event that Corporation in accordance with Section 3(b) below, then the obligation to deliver any such certificates shall arise only upon completion of such requirements and at such time as the Corporation may lawfully do so. (b) Upon the exercise of the Warrants represented hereby, if the Corporation so requests, the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior certify to the Expiration DateCorporation that it is not exercising such Warrants with a view to distribute the Warrant Shares in violation of the Securities Act, a new and shall provide such other investor representations as the Corporation may require to confirm the ability of the Corporation to rely upon the exemption from registration under the Securities Act which applies to the distribution of Warrant Certificate evidencing Shares at the remaining unexercised Warrant(s) shall be issuedtime of such distribution.

Exercise of Warrants. The Warrants evidenced by this A Warrant Certificate may be exercised in whole or in part upon surrender of the certificate or certificates evidencing the Warrants to the Companybe exercised, at its Office, of this Warrant Certificate, together with the Purchase Form attached hereto form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company or a broker or dealer which is a member of the National Association of Securities Dealers, Inc., to the Company at its principal office (or if appointed, the principal office of the Warrant Agent) and upon payment of the Warrant Price (as defined in and determined in accordance with the provisions of Sections 9 and 10 hereof) to the Company (or if appointed, to the Warrant Agent for the account of the Exercise Price Company), for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Warrant Price (defined in Section 9 herein) shall be at the option of the Holder made in cash or by certified or bank check payable to the order of the Company or a combination thereofcashier’s check. 3 Subject to Section 3 6 hereof, upon the surrender of this the Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Warrant Price as aforesaid, the Company (or if appointed, the Warrant Agent) shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate designate, a certificate(s) certificate or certificates for the number of full Warrant Shares so purchasedpurchased upon the exercise of such Warrant, togethertogether with cash, at the option of the Company as provided in Section 7 11 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) 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 surrender of this Warrant Certificate such Warrants and payment of the Exercise Warrant Price, as aforesaid. The rights of purchase represented by this the Warrant Certificate shall be exercisable, at the election of the HolderHolder thereof, either in full at any time or from time to time in part prior to the Expiration Date. In and, in the event that a certificate evidencing the Holder Warrant is exercised in respect of this Warrant Certificate shall exercise fewer less than all of the Warrants evidenced hereby Warrant Shares purchasable on such exercise at any time prior to the Expiration Datedate of expiration of the Warrant, a new Warrant Certificate certificate evidencing the remaining unexercised Warrant(s) shall portion of the Warrant will be issued., and the Warrant Agent (if so appointed) is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section and Section 3 hereof, and the Company, whenever required by the Warrant Agent (if appointed), will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company for such purpose. 5.2

Exercise of Warrants. The Subject to the provisions of the Warrants evidenced by and this Warrant Certificate Agent Agreement, a Warrant may be exercised in whole or in part upon surrender by the Holder thereof by delivering to the office of the Company, at its Officethe notice of exercise, as set forth in Exhibit A of this Warrant Certificatethe Definitive Certificates (the “Notice of Exercise”), with duly executed and properly completed, and by paying in full, in lawful money of the Purchase Form attached hereto duly completed and signedUnited States by wire transfer to the Company (or, if available, pursuant to the cashless exercise feature as set forth in such Warrant, and upon payment to the Company completion of such calculation for calculation of the Exercise Price for the applicable number of Warrant Shares in respect of which Warrants issuable upon such Warrants are then exercised. Payment of cashless exercise by the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaidCompany, the Company shall cause provide The Bank of New York Mellon, as depositary (the “Depositary”) with issuance instructions), the respective Exercise Price for each full Warrant ADS as to which the Warrant is exercised as set forth in the applicable Warrant. In no event shall the Holder of any Warrant be issued and delivered with all reasonable dispatch entitled to “net cash settle” the Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or upon other type of guarantee or notarization) of any Notice of Exercise be required; provided, however, that in the written order case of Notice of Exercise that involves transfer of ownership, (for purposes of clarity, transfer of ownership shall not include issuance of Warrants to the Holder of the Holder and Warrants), or change in such the name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided registered holder, the Warrant Agent may reasonably request such documentation to accompany the Notice of Exercise, including a signature guarantee from an eligible guarantor institution participating in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of a signature guarantee program approved by the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration DateSecurities Transfer Association (a “Signature Guarantee”). In the event that of a cash exercise of the Holder of this Warrants, the Company hereby instructs the Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior Agent to record cost basis for newly issued Warrant ADS to be equal to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) exercise price thereof. Warrants shall be issuedtransferred or exchanged under the terms set forth in Exhibit B. All Warrant Certificates surrendered for the purpose of transfer, split up, combination or exchange, when surrendered to the Warrant Agent shall be accompanied by a Signature Guarantee. The Company shall be responsible for payment of the Depositary’s fees for issuance of the Warrant ADSs. The Company shall promptly deliver copies of the Notice of Exercise to both the Warrant Agent and the Depositary upon receipt.

Exercise of Warrants. The Warrants evidenced by this All or any part of the Warrant Certificate may be exercised in whole or in part upon surrender to commencing on the Company, first anniversary of the Effective Date and ending at its Office, 5:00 p.m. (Pacific Time) on the fifth anniversary of the Effective Date by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Purchase Form attached hereto Warrantholder or by its duly completed authorized attorney, at the office of the Company, 7860 Xxxx XxXxxxx Xxxxx, Suite 2, Scottsdale, Arizona 85260, or at such other office or agency as the Company may designate. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant exercise. When such certificates are prepared, the Company shall notify the Warrantholder and signed, and deliver such certificates to the Warrantholder or as per the Warrantholder's instructions immediately upon payment to in full by the Company Warrantholder, in lawful money of the United States, of the Exercise Price for the number of Warrant Shares in payable with respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of Securities being purchased. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale If fewer than all the Securities purchasable under the Warrant are purchased, the Company or a combination thereof. Subject to Section 3 hereofwill, upon such partial exercise, execute and deliver to the surrender of Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, with the Purchase Form duly executed and payment evidencing that portion of the Exercise Price as aforesaid, the Company shall cause Warrant not exercised. The Securities to be issued and delivered with all reasonable dispatch to or upon the written order obtained on exercise of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall will be deemed to have been issued issued, and any person exercising the Warrants will be deemed to have become a holder of record of those Securities, as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issued.

Exercise of Warrants. The Warrants evidenced by this Warrant Certificate may be exercised in whole or in part upon surrender Each holder of a warrant is entitled to the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the Exercise Price for purchase the number of Warrant Shares shares of Common Stock or Preferred Stock or principal amount of debt securities, as the case may be, at the exercise price described in respect the applicable prospectus supplements. After the close of which such Warrants are then exercisedbusiness on the day when the right to exercise terminates (or a later date if we extend the time for exercise), unexercised warrants will become void. Payment A holder of warrants may exercise them by following the general procedure outlined below: • delivering to us or to the warrant agent the payment required by the applicable prospectus supplements to purchase the underlying security; • properly completing and signing the reverse side of the aggregate Exercise Price shall be at warrant certificate representing the option of warrants; and • delivering the Holder in cash warrant certificate representing the warrants to us or by bank check payable to the order warrant agent within five business days of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender receipt of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaidexercise price. If the holder complies with the procedures described above, the Company shall cause to warrants will be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed considered to have been issued exercised when we receive or the warrant agent receives, as of the date of the surrender of this Warrant Certificate and applicable, payment of the Exercise Priceexercise price, subject to the transfer books for the securities issuable upon exercise of the warrant not being closed on such date. After the holder has completed those procedures and subject to the foregoing, we will, as aforesaidsoon as practicable, issue and deliver to such holder the Common Stock, Preferred Stock or debt securities that such holder purchased upon exercise. The rights of purchase represented by this Warrant Certificate shall be exercisable, at If the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise holder exercises fewer than all of the Warrants evidenced hereby at any time prior to the Expiration Datewarrants represented by a warrant certificate, a new Warrant Certificate evidencing warrant certificate will be issued to such holder for the remaining unexercised Warrant(s) shall amount of warrants. Holders of warrants will be issuedrequired to pay any tax or governmental charge that may be imposed in connection with transferring the underlying securities in connection with the exercise of the warrants.

Exercise of Warrants. The (a) Subject to the provisions of subparagraph 5.5(b), any whole number or all of the Warrants evidenced by this any Warrant Certificate may be exercised in whole or in part upon surrender at any time, and to the Companyextent, at its Office, the Warrants are exercisable in accordance with the other provisions of this Agreement. A Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment shall be exercised by surrender to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, Certificate with the Purchase Form exercise form thereon duly completed and executed and payment to the Company, in lawful money of the United States of the Exercise Price for each Share to be purchased. (b) If, as aforesaida result of the transfer of the Warrant by the original holder to a subsequent Warrant holder or for any other reason, the Company must register with or receive the approval, or an exemption from the requirement of a registration or approval, of a governmental agency or take any other action before issuing Shares upon the Warrant holder's exercise of a Warrant, the Company will, in good faith, seek to secure such registration, approval or exemption as quickly as practicable. The Company shall not issue such Shares and shall have the authority to suspend the exercise of the subject Warrant until such registration, approval, or exemption is obtained or such other actions are taken. Upon the removal of such suspension, the Company shall cause to be issued and delivered with all reasonable dispatch to or recognize the exercise of the subject Warrant upon the written order conditions in effect on the date of surrender of the Holder and in such name or names as Warrant by the Holder may designate a certificate(sWarrant holder, even if the period of suspension continues past the Expiration Date. (c) Upon exercise, the Company shall requisition from any transfer agent for the Shares, and shall deliver certificates evidencing the total number of whole Shares for which Warrants are then being exercised to, or in accordance with the instructions of, the Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrenderholder. Such certificate(s) certificates for the Shares shall be deemed to have been be issued as of the date of the surrender of this such Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate whichever shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer last occur. (d) If less than all of the Warrants evidenced hereby at any time prior to the Expiration Dateby a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate evidencing for the remaining unexercised Warrant(s) balance of the Warrants not so exercised shall be issuedissued and delivered to, or in accordance with instructions given by, the Warrant holder. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled.

Exercise of Warrants. The Warrants evidenced by this Warrant Certificate (a) A Warrantholder may be exercised exercise the Warrants, in whole or in part upon part, by presentation and surrender to the CompanyWarrant Agent of the Warrant Certificate together with the attached Election to Exercise, at its Office, in accordance with Section 4.2 of this the Warrant Certificate. 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 Warrantholder as soon as practicable. In no event will interest accrue on funds deposited with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares Agent in respect of which 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 Warrants are then exerciseddetermination will be final and binding upon the Warrantholder and the Company. Payment Neither the Company nor the Warrant Agent shall have any obligation to inform a Warrantholder of the aggregate Exercise Price invalidity of any exercise of Warrants. The Warrant Agent shall be at the option of the Holder deposit all funds received by it in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, in the account of the Company maintained with the Warrant Agent for such purpose and shall cause to be issued and delivered with all reasonable dispatch to or advise the Company upon its request by telephone at the written order end of each day on which funds for the exercise of the Holder Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall, by 11:00 A.M. on the second Business Day following the exercise date of any Warrant, advise the Company and the transfer agent and registrar in respect of the Warrant Shares issuable upon such name or names exercise as the Holder may designate a certificate(s) for to the number of Warrant Shares so purchased, together, at Warrants exercised in accordance with the option terms and conditions of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issued.this

Exercise of Warrants. The Warrants evidenced are exercisable during the term set forth in Section 1 hereof at the Exercise Price (defined below) per Share set forth in Section 6 hereof payable by this certified or cashier's check or money order payable in lawful money of the United States, subject to adjustment as provided in Article 8 hereof. Upon surrender of a Warrant Certificate may be exercised in whole or in part upon surrender to the Company, at its Office, of this Warrant Certificate, with the annexed Form of Election to Purchase Form attached hereto duly completed and signedexecuted, and upon together with payment to the Company of the Exercise Price (as hereinafter defined) for the number of Warrant Shares (and such other amounts, if any, arising pursuant to Section 4 hereof) at the Company's principal office in respect Manalapan, New Jersey, the registered holder of which such Warrants are then exercised. Payment of the aggregate Exercise Price a Warrant Certificate ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the Warrant Shares so purchased. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in cash whole or by bank check payable in part, (but not as to the order fractional Shares). The Warrants may be exercised to purchase all or part of the Company or Warrant Shares represented thereby. In the case of the purchase of less than all the Warrant Shares purchasable on the exercise of the Warrants represented by a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or cancel the Warrant Certificate represented thereby upon the written order of the Holder surrender thereof and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate execute and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, deliver a new Warrant Certificate evidencing of like tenor for the remaining unexercised Warrant(s) shall be issuedbalance of the Warrant Shares purchasable thereunder.

Exercise of Warrants. The Warrants evidenced by Subject to the terms of this Warrant Certificate Agreement, -------------------- the Warrantholder shall have the right, at any time during the five-year period ending at 5:00 P.M., New York time, on the fifth anniversary of the date hereof (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares which the Warrantholder may at the time be exercised in whole or in part entitled to purchase pursuant to this Agreement, upon surrender to the Company, at its Officeprincipal office, of this the certificate evidencing the Warrant Certificateto be exercised, together with the Purchase Form attached hereto purchase form annexed thereto duly completed filled in and signed, and upon payment to the Company of the Exercise Warrant Price (as defined in and determined in accordance with the provisions of Sections 6 and 7 hereof), for the number of Warrant Shares in respect of which such Warrants are Warrant is then exercised. Payment of the aggregate Exercise Warrant Price shall be at the option of the Holder made in cash or by bank certified or cashier's check payable to the order or by wire transfer of funds or by surrender of Warrants for cashless exercise as provided in Section 6. Upon such surrender of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaidWarrant Price, the Company shall issue and cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder Warrantholder and in such name or names as the Holder Warrantholder may designate designate, a certificate(s) certificate or certificates for the number of Warrant full Shares so purchased, together, at purchased upon the option exercise of the Company Warrant, together with cash, as provided in Section 7 8 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of this the Warrant Certificate and payment of the Exercise Warrant Price, as aforesaid, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the stock transfer books of the Company shall then be closed. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the HolderWarrantholder, either in full at any time or from time to time in part prior to the Expiration Date. In and, in the event that a certificate evidencing the Holder Warrant is exercised in respect of this Warrant Certificate shall exercise fewer less than all of the Warrants evidenced hereby Shares specified therein at any time prior to the Expiration Termination Date, a new Warrant Certificate certificate evidencing the remaining unexercised Warrant(s) shall portion of the Warrant will be issuedissued by the Company.

Exercise of Warrants. The Warrants evidenced initially are exercisable at the initial exercise price (subject to adjustment as provided in Section 9 hereof) per share of Common Stock as set forth in Section 8 hereof payable by this Warrant Certificate may be exercised paying in whole or full, in part upon surrender to the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company lawful money of the Exercise Price for the number of Warrant Shares United States, in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash cash, wire transfer, certified check or by bank check draft payable to the order of the Company (or a combination thereofas otherwise agreed to by the Company). Subject to Section 3 hereof, upon the Upon surrender of this a Warrant Certificate, Certificate with the annexed Form of Election to Purchase Form duly executed and executed, together with payment of the Exercise Price (as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(shereinafter defined) for the number shares of Warrant Shares Common Stock purchased at the Company's principal offices in New York (presently located at 1 Bridge Street, Irvington, NY 10533) the registered holder of the Xxxxxxx Xxxxxxxxxxx xxxxx xx entitled to receive a certificate or certificates for the shares of Common Stock so purchased, together, . The purchase rights represented by the Warrant Certificate are exercisable at the option of the Company Holder thereof, in whole or in part (but not as provided in Section 7 hereof, with cash in respect of any to fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as shares of the date Common Stock underlying the Warrants), provided that no exercise may be for fewer than 10,000 shares of Common Stock (or such lesser number that may remain upon exercise of the surrender of this Warrant Certificate and payment Warrants). Warrants may be exercised to purchase all or part of the Exercise Price, as aforesaid. The rights shares of purchase Common Stock represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Datethereby. In the event that case of the Holder purchase of this Warrant Certificate shall exercise fewer less than all the Warrants evidenced hereby at shares of Common Stock purchasable under any time prior Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver to the Expiration Date, Holder a new Warrant Certificate evidencing of like tenor for the remaining unexercised Warrant(s) balance of the shares of Common Stock. Notwithstanding the foregoing, Holder acknowledges and agrees that the Company does not have a sufficient number of authorized shares of Common Stock to permit the purchase of all of the shares of Common Stock that Holder has a right to purchase under the Lender Warrants nor has the Company obtained stockholder approval to amend its Certificate of Incorporation to increase the number of authorized shares of Common Stock. The Company covenants and agrees that it shall take such actions as are necessary to amend its Certificate of Incorporation to increase the number of authorized shares of Common Stock to an aggregate of 290,000,000 shares, which actions shall be issuedtaken as soon as practical after the date hereof, but in no event later than 30 days after the date hereof. Holder agrees that it shall not purchase more than a total of 30,000,000 shares of Common Stock under the Lender Warrants until such time as the Company has amended its Certificate of Incorporation as set forth in this Section 3.

Exercise of Warrants. The During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3 hereof, each Holder may, subject to the terms of this Agreement, exercise from time to time some or all of the Warrants evidenced by this its Warrant Certificate may be exercised in whole or in part upon surrender Certificate(s) by (i) surrendering to the Company, Company at its Office, the principal office of this the Warrant Certificate, Agent such Warrant Certificate(s) with the Purchase Form form of notice attached hereto thereto duly completed filled in and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and upon payment loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule l7Ad-15 of the Exchange Act, and (ii) paying to the Company Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be at made by wire transfer of immediately available funds to the option Warrant Agent for the account of the Holder in cash Company or by certified or official bank check payable or checks to the order of the Company Company, or a by any combination thereofthereof or by such other form or method of payment acceptable to the Warrant Agent. Subject All payments required to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment be made hereunder shall be made in lawful money of the Exercise Price as aforesaidUnited States of America. Upon the exercise of any Warrants in accordance with this Agreement, the Company shall cause the Warrant Agent, on the Company's behalf, to be issued issue and delivered deliver with all reasonable dispatch dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate designate, a certificate(s) certificate or certificates for the number of full Warrant Shares so purchased, together, issuable upon the exercise of such Warrants and shall take such other actions or cause the Warrant Agent to take such other actions at the option Company's sole expense as are necessary to complete the exercise of the Company as provided in Section 7 hereofWarrants (including, with cash in respect without limitation, payment of any cash with respect to fractional interests required under Section 10 hereof). The certificate or certificates representing such Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date the Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of the surrender of this Warrant Certificate and payment of the Exercise PriceWarrants, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisableduly authorized, at the election validly issued, fully paid and non-assessable and will not have been issued in violation of the Holder, either in full at or subject to any time or from time to time in part prior to the Expiration Datepreemptive rights. In the event that the Holder of this Warrant Certificate shall exercise fewer less than all of the Warrants evidenced hereby at any time prior by a Warrant Certificate are exercised, the Holder thereof shall be entitled to the Expiration Date, receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining unexercised Warrant(s) Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of this Section 4.2 and of Section 3 hereof. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. Upon delivery of the Warrant Shares issuable upon exercise of a Warrant in accordance herewith and of any required new Warrant Certificates, the Company shall direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be issuedprominently marked as “CANCELLED” on the front and back of the Warrant Certificate by the Warrant Agent and maintained with all records, notices and other documents relating to the exercise of the Warrant, or delivered to the Company, in accordance with the Company’s written instructions to the Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall at its sole expense supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request.

Exercise of Warrants. (a) The Warrants evidenced by this Warrant Certificate may be exercised exercised, in whole or in part upon surrender part, on or after December 31, 2001 and on or prior to the Company, at its Office, of Expiration Time by surrendering this Warrant Certificate, with the Purchase Form attached hereto purchase form provided for herein duly completed and signedexecuted by the Warrantholder or by the Warrantholder's duly authorized attorney-in-fact, and upon payment at the principal office of the Company, presently located at Glenpointe Centre East, 300 Frank W. Burr Boxxxxxxx - 0xx Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000, xx xx xxxx xxxer 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 of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash cash, bank cashier's check or by bank certified check payable to the order of the Company or a combination thereof. Subject to Section 3 hereofCompany, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaidpayable in respect of the Warrants being exercised. If fewer than all of the Warrants are exercised, the Company shall cause shall, upon each exercise prior to be issued the Expiration Time, execute and delivered with all reasonable dispatch deliver to or upon the written order Warrantholder a new Warrant Certificate (dated as of the Holder and in such name or names as date hereof) evidencing the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option balance of the Company as provided in Section 7 hereofWarrants that remain exercisable. (b) On the date of exercise of the Warrants, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) the Warrantholder exercising same shall be deemed to have been issued as become the holder of record for all purposes of the date Warrant Shares to which the exercise relates. (c) As soon as practicable after the exercise of all or part of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented Warrants evidenced by this Warrant Certificate Certificate, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Warrantholder a certificate or certificates evidencing the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which the Warrantholder shall be exercisable, at entitled upon such exercise. (d) No certificates for fractional Warrant Shares shall be issued upon the election exercise of any of the HolderWarrants but, either in full at lieu thereof, the Company shall, upon exercise of all the Warrants, round up any time or from time to time in part prior fractional Warrant Share to the Expiration Date. In the event that the Holder nearest whole share of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedCommon Stock.

Exercise of Warrants. (a) The Warrants evidenced by this Warrant Certificate may be exercised in whole or in part upon by presentation and surrender at the office of the Company specified herein of (i) this Warrant Certificate with the Election To Exercise, attached hereto as Exhibit A, duly completed and executed, and (ii) payment of the Exercise Price, by bank draft or cashier's check, for the number of Warrants being exercised. If the holder of this Warrant Certificate at any time exercises less than all the Warrants, the Company shall issue to the Company, at its Office, of such holder a Warrant Certificate identical in form to this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment but evidencing a number of Warrants equal to the Company of the Exercise Price for the number of Warrants originally represented by this Warrant Shares in respect Certificate less the number of which such Warrants are then previously exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereofLikewise, upon the presentation and surrender of this Warrant Certificate, with Certificate at the Purchase Form duly executed and payment office of the Exercise Price as aforesaidCompany and at the request of the holder, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, togetherwill, at the option of the Company as provided holder, issue to the holder in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of substitution for this Warrant Certificate one or more warrant certificates in identical form and payment for an aggregate number of Warrants equal to the Exercise Price, as aforesaid. The rights number of purchase represented Warrants evidenced by this Warrant Certificate shall be exercisable, at Certificate. (b) To the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event extent that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby have not been exercised at any time or prior to the Expiration Date, a new Warrant Certificate evidencing such Warrants shall expire and the remaining unexercised Warrant(s) rights of the holder shall be issuedbecome void and of no effect.

Exercise of Warrants. Each one Warrant shall entitle the holder in whose name the applicable Warrant Certificate is registered in the books maintained by the Warrant Agent (the "Registered Holder") to purchase one Warrant Share (subject to modification as provided in Section 14 of this Agreement) upon exercise of the Warrants. Each Warrant evidenced by a Warrant certificate may be exercised at any time during the period commencing on the effective date of the Prospectus and terminating at 5:00 p.m., Denver, Colorado time on the date which is three years after the date of the commencement of the Offering (the "Exercise Period"). The Warrants evidenced shall not be exercisable after the termination of the Exercise Period (the "Expiration Date") unless the Corporation has amended this Agreement to extend the Exercise Period. The exercise price for the Warrants (the "Exercise Price") will be $0.10 per Warrant or $0.10 per Warrant Share acquired. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the delivery to the Warrant Agent by this the Registered Holder (the "Exercise Date") of (i) the Warrant Certificate, provided that the subscription form contained on the back of the Warrant Certificate has been completed in full by the Registered Holder or its duly authorized attorney, and (ii) payment of the aggregate Exercise Price in cash or by bank cashier's check or certified check. The Registered Holder of the Warrant shall be treated for all purposes as the holder of the Warrant Shares as of the close of business on the Exercise Date. Warrant Certificates may be exercised in whole or in part upon surrender to the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedpart.

Exercise of Warrants. The Warrants evidenced (a) Subject to the provisions of subsection (b) and (c) of this Section 1 and Section 4 hereof, upon presentation and surrender of this Warrant, with the attached Notice of Exercise of Warrant duly executed, at the office of the Company at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000, or at such other place as the Company may designate by notice to the Holder hereof, together with a 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, a certificate representing the Shares being purchased. This Warrant may be exercised in whole or in part; and, in case of exercise hereof in part only, the Company, upon surrender hereof, will deliver to the Holder a new Warrant of like tenor entitling the Holder to purchase the number of Shares as to which this Warrant Certificate has not been exercised. (b) Subject to Section 1(c) hereof, this Warrant may be exercised in whole or in part upon surrender to at any time after the later of the date that the Company's proposed banking subsidiary, at Penn Mar Community Bank (the "Bank"), opens for business, or one year from the termination date of the Company's initial public offering pursuant to a registration statement which will be filed on Form SB-2 with the Securities Exchange Commission (the "Registration Statement"). (c) This Warrant shall be void and of no force or effect (i) if the Company's initial public offering is terminated prior to completion; (ii) if the Bank does not open for business within one year from the termination date of the Company's initial public offering; (iii) if the Company determines, in its Officesole discretion, that the existence of this Warrant Certificate, with will affect the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order ability of the Company to conduct its initial public offering or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option ability of the Company as provided in Section 7 hereof, with cash in respect of any fractional and/or the Bank to obtain the regulatory authority necessary for the Bank to commence banking operations; (iv) if the Bank's principal Federal or State regulatory authority issues a capital directive or other order requiring the Bank to obtain additional capital and this Warrant Shares otherwise issuable upon such surrender. Such certificate(sis not exercised within a time period set by the Company or (v) shall be deemed to have been issued as of after that date which is ten years from the date of the surrender of this Warrant Certificate and payment Company's prospectus which forms part of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedRegistration Statement.

Exercise of Warrants. The Warrants evidenced are exercisable during the term set forth in Section 1 hereof at the Exercise Price (defined below) per Share set forth in Section 6 hereof payable by this certified or cashier's check or money order payable in lawful money of the United States, subject to adjustment as provided in Article 8 hereof. Upon surrender of a Warrant Certificate may be exercised in whole or in part upon surrender to the Company, at its Office, of this Warrant Certificate, with the annexed Form of Election to Purchase Form attached hereto duly completed and signedexecuted, and upon together with payment to the Company of the Exercise Price (as hereinafter defined) for the number of Warrant Shares in respect (and such other amounts, if any, arising pursuant to Section 4 hereof) at the Company's principal office, the registered holder of which such Warrants are then exercised. Payment of the aggregate Exercise Price a Warrant Certificate ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the Warrant Shares so purchased. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in cash whole or by bank check payable in part, (but not as to the order fractional Shares). The Warrants may be exercised to purchase all or part of the Company or Warrant Shares represented thereby. In the case of the purchase of less than all the Warrant Shares purchasable on the exercise of the Warrants represented by a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or cancel the Warrant Certificate represented thereby upon the written order of the Holder surrender thereof and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate execute and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, deliver a new Warrant Certificate evidencing of like tenor for the remaining unexercised Warrant(s) shall be issuedbalance of the Warrant Shares purchasable thereunder.

Exercise of Warrants. The Warrants evidenced by (a) Upon surrender of this Warrant Certificate may be exercised in whole or in part upon surrender with the Form of Election to Purchase attached hereto duly completed and signed to, the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signedaddress set forth in or pursuant to Section 8, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United State of America, in cash or by certified or official bank check or checks, payable to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the Securities Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of so indicated by the aggregate Exercise Price shall be at the option of the Warrant Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issued.

Exercise of Warrants. The (a) During the period specified in Section 2.2, any whole number of Warrants evidenced by this Warrant Certificate may be exercised by surrendering the Warrant Certificate evidencing such Warrants at the place or at the places set forth in whole or in part upon surrender to the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto purchase form set forth in the Warrant Certificate duly completed and signedexecuted, and upon accompanied [by payment to in full, in lawful money of the Company United States of America], [in cash or by certified check or official bank check in New York Clearing House funds] [by surrender of the [specific aggregate amount of [identified securities]] [by bank wire transfer in immediately available funds], of the Exercise Price for the number of each Warrant Shares in respect of which such Warrants are then exercised. Payment The date on which payment in full of the aggregate Exercise Price shall be at for a Warrant and the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form purchase form set forth therein duly executed and executed, are received by the Warrant Agent shall be deemed to be the date on which such Warrant is exercised. The Warrant Agent shall deposit all funds received by it as payment for the exercise of Warrants to the account of the Exercise Price Company maintained with it for such purpose on the date on which such Warrant is deemed exercised and shall advise the Company by telephone and in writing, by facsimile transmission or otherwise, at the end of each day on which such a payment is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (b) The Warrant Agent shall from time to time, as aforesaidpromptly as practicable after the exercise of any Warrants in accordance with the terms and conditions of this Agreement and the Warrant Certificates, advise the Company and the Trustee of: (i) the number of Warrants so 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, and instructions of such Holder as to delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iii) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrants, the Company shall cause issue, pursuant to be issued and delivered with all reasonable dispatch the Indenture, in authorized denominations, to or upon the written order of the Holder and of the Warrant Certificate evidencing such Warrants, the Warrant Security or Warrant Securities to which such Holder is entitled in [fully registered form registered in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchasedbe directed by such Holder] [bearer form]; and, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise if fewer than all of the Warrants evidenced hereby at any time prior by such Warrant Certificate were exercised the Company shall execute and an authorized officer of the Warrant Agent shall manually authenticate and deliver to the Expiration Date, Holder a new Warrant Certificate evidencing the number of Warrants remaining unexercised Warrant(s) unexercised. [Unless otherwise instructed by the Company, Warrant Securities in bearer form shall be issueddelivered to or upon the order of the Holder of such Warrant Certificate only outside the United States, its territories and possessions and all areas subject to its jurisdiction.] (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities upon the order of the Holder of the Warrant Certificate evidencing the Warrant which was exercised; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Securities pursuant to Section 2.3(c) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. The At any time and from time to time after the date hereof and expiring on the fifth anniversary of the date of this Agreement at 5:00 p.m., Central Standard Time, Warrants evidenced by this Warrant Certificate may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached to each 2001 Exchange Warrant Certificate and by payment to the Company as set forth in the 2001 Exchange Warrant Certificate in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at 201 Xxxxxx X. Xxxx Xxenue, Suite 210, Oklahoma City, Oklahoma 73102, Attention: President. Upon the exercise of a Warrant, in whole or in part upon surrender to part, the CompanyCompany will, within ten (10) days thereafter, at its Office, of this Warrant Certificate, with expense (including the Purchase Form attached hereto duly completed and signed, and upon payment to by the Company of any applicable issue or transfer taxes), cause to be issued in the Exercise Price name of and delivered to the holder a certificate or certificates for the number of Warrant Shares in respect fully paid and non-assessable shares of Common Stock to which such Warrants are then exercised. Payment holder is entitled upon exercise of the aggregate Exercise Price Warrant. In the event such holder is entitled to a fractional share, in lieu thereof, such holder shall be at paid a cash amount equal to such fraction, multiplied by the option Current Value (as hereafter defined) of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the Holder in cash or by bank check payable to the order exercise of the Company Warrant or a combination thereof. Subject to Section 3 hereof, upon Warrants shall be dated and shall be effective as the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment date of the Exercise Price surrendering of the certificates for the shares so purchased. In the event a Warrant is exercised, as aforesaidto less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, issue a new Warrant Certificate evidencing to the remaining unexercised Warrant(s) shall be issuedholder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. The Warrants evidenced by (a) Upon surrender of this Warrant Certificate may be exercised in whole or in part upon surrender with the Form of Election to Purchase attached hereto duly completed and signed to, the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signedaddress set forth in or pursuant to Section 7, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United State of America, in cash or by certified or official bank check or checks, payable to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the Securities Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of so indicated by the aggregate Exercise Price shall be at the option of the Warrant Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issued.

Exercise of Warrants. The (a) During the period specified in Section 2.02 any whole number of Warrants evidenced by this Warrant Certificate may be exercised in whole or in part upon surrender to by providing certain information as set forth on the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company reverse side of the Exercise Price for the number of Warrant Shares Certificate and by paying in respect of which such Warrants are then exercised. Payment full, in [lawful money of the aggregate Exercise Price shall be at the option United States of the Holder America] [applicable currency] [in cash or by certified cheque or official bank check payable cheque or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office, [or at ], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Corporation maintained with it [if non-dollar denominated funds] or in such other account designated by the Corporation and shall advise the Treasurer of the Corporation by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Corporation in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Corporation and the Trustee under the Indenture of: (i) 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 the Corporation or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Corporation shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment holder of the Exercise Price as aforesaidWarrant Certificate evidencing each Warrant, the Company shall cause Warrant Securities to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and which such holder is entitled, registered in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon be directed by such surrenderholder. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise If fewer than all of the Warrants evidenced hereby at any time prior to by such Warrant Certificate are exercised, the Expiration DateCorporation shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised Warrant(sunexercised. (d) The Corporation shall not be issuedrequired to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Corporation 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 established to the Corporation's satisfaction that no such tax or other charge is due.

Exercise of Warrants. The Warrants evidenced by this At any time and from time to time on or prior to the Expiration Date, the holder of any Warrant Certificate may be exercised exercise the Warrants evidenced thereby, in whole or in part upon part, by surrender to the Company, at its Office, of this such Warrant Certificate, with the Purchase Form an election to purchase (a form of which is attached hereto to each Warrant Certificate) attached thereto duly completed and signedexecuted, and upon payment to the Company at its office referred to in Section 1.2(b), together with payment of the Exercise Purchase Price for each share of Voting Common Stock with respect to which the number of Warrant Shares in respect of which such Warrants are then being exercised. Payment of the aggregate Exercise Such Purchase Price shall be at the option of the Holder payable: (a) in cash or by certified or official bank check payable to the order of the Company or a combination thereof. Subject by wire transfer of immediately available funds to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment account of the Exercise Price as aforesaidCompany; or (b) to the extent that any holder of any Warrant Certificate surrenders with such Warrant Certificate any Subordinated Note then held by such holder and authorizes the Company to cancel, in whole or in part, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order principal amount of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchasedSubordinated Note then outstanding, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) holder shall be deemed to have been issued as paid that portion of the Purchase Price equal to one hundred percent (100%) of such cancelled principal. At the time of the issuance of the shares of Voting Common Stock pursuant to the exercise of the Warrants of any holder, the Company shall pay all accrued interest on the principal amount of any Subordinated Note of such holder cancelled pursuant to this Section 2.1(b) up to but excluding the date of such issuance. The Company and you agree that a tender of the surrender principal of this Warrant Certificate and any Notes in payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election exercise price in respect of the HolderWarrants shall not be deemed a prepayment of the Notes, either in full at any time or from time to time in part prior but rather a conversion of such Notes, pursuant to the Expiration Date. In terms of the event that Notes, the Holder of Note Purchase Agreement, this Warrant Certificate shall exercise fewer than all Agreement and the Warrants evidenced hereby at any time prior to the Expiration DateWarrants, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedinto Voting Common Stock.

Exercise of Warrants. The (a) During the period specified in Section 2.2, any whole number of Warrants evidenced by this Warrant Certificate may be exercised in whole or in part upon surrender by delivering to the CompanyWarrant Agent the Warrant Certificate with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate properly completed and duly executed and by either (i) paying in full, by certified check or by bank wire transfer, in each case in immediately available funds, the Warrant Price for each Warrant exercised (the "Aggregate Warrant Price"), to the Warrant Agent at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment corporate office or (ii) delivering written notice to the Company Warrant Agent that the holder of the Exercise Warrant is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of Warrant Shares issuable upon such exercise of the Warrant which when multiplied by the Market Price of the Common Stock is equal to the Aggregate Warrant Price (and such withheld shares shall no longer be issuable under the Warrant (a "Cashless Exercise"). The formula for determining the number of Warrant Shares to be issued in respect a Cashless Exercise is set forth on Exhibit B attached hereto. The date on which the Warrant Certificate and payment in full of the Warrant Price or the notice described in clause (ii) above is received by the Warrant Agent shall be deemed to be the date on which such Warrants are then the Warrant is exercised. Payment The Warrant Agent shall deposit all funds received by it in payment of the aggregate Exercise Warrant Price in an account of the Company maintained with it and shall be advise the Company by telephone at the option end of each day on which a payment and/or wire transfer for the exercise of Warrants is received of the Holder amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in cash writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrants exercised, (ii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise and (iii) such other information as the Company shall reasonably require. (c) As promptly as practicable after the exercise of any Warrant, the Company shall issue, in authorized denominations to or by bank check payable to upon the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment holder of the Exercise Price as aforesaidWarrant Certificate evidencing such Warrant, the Company shall cause Warrant Shares to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and which such holder is entitled, in fully registered form, registered in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon be directed by such surrenderholder. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise If fewer than all of the Warrants evidenced hereby at any time prior to by such Warrant Certificate are exercised, the Expiration DateCompany shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised Warrant(sunexercised. (d) The Company shall not be issuedrequired to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Shares, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. The Warrants evidenced Exercise of the purchase rights represented by this Warrant Certificate may be exercised made, in whole or in part upon part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto. 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 shares specified in the applicable Notice of Exercise by wire transfer drawn on a United States or Israeli bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company, at its Office, . Partial exercises of this Warrant Certificate, with resulting in purchases of a portion of the Purchase Form attached hereto duly completed and signed, and upon payment 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 of the Exercise Price for shall maintain records showing the number of Warrant Shares in respect purchased and the date of which such Warrants are then exercisedpurchases. Payment The Company shall deliver any objection to any Notice of Exercise within one (1) 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 aggregate Exercise Price shall be at provisions of this paragraph, following the option purchase of a portion of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereofWarrant Shares hereunder, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of available for purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full hereunder at any given time or from time to time in part prior to may be less than the Expiration Date. In amount stated on the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedface hereof.

Exercise of Warrants. The Warrants evidenced by (a) Upon surrender of this Warrant Certificate may be exercised in whole or in part upon surrender with the Form of Election to Purchase attached hereto duly completed and signed to, the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signedaddress set forth in or pursuant to Section 7, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United State of America, in cash or by certified or official bank check or checks, payable to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the Securities Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of so indicated by the aggregate Exercise Price shall be at the option of the Warrant Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issued.

Exercise of Warrants. The Warrants evidenced by this (a) A Warrant Certificate may be exercised in whole upon (i) surrender of the certificate or in part upon surrender certificates evidencing the Warrant to the Companybe exercised, at its Office, of this Warrant Certificate, together with the Purchase Form attached hereto form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company at its principal office (or if appointed, the principal office of the Exercise warrant agent) and (ii) payment of the Warrant Price (as defined and determined in accordance with the provisions of Section 3 and Section 6 to the Company (or if appointed, to the warrant agent for the account of the Company), for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Warrant Price shall be at the option of the Holder in cash or made by bank check payable wire transfer to the order account of the Company or a combination thereof. bank cashier's check. (b) Subject to Section 3 hereof2.2 and Section 5, upon sixty-one (61) days following the surrender of this the Warrant Certificate, with the Purchase Form form of election to purchase on the reverse thereof duly executed completed and signed, and provided that payment of the Exercise Warrant Price as aforesaidhas been received, the Company (or if appointed, the warrant agent) shall promptly, and in any event within three (3) business days following the aforesaid sixty-one day period, cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate designate, a certificate(s) certificate or certificates for the number of full Warrant Shares so purchasedpurchased upon the exercise of such Warrant, togethertogether with cash, at the option of the Company as provided in Section 7 hereof8, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrenderexercise. Such certificate(s) Warrant Share 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 later of (i) the sixty first day after the surrender of this Warrant Certificate such Warrants with the form of election to purchase on the reverse thereof duly completed and signed, and (ii) the date on which payment of the Exercise Warrant Price, as aforesaid, shall have been received by the Company (or if appointed, to the warrant agent for the account of the Company), for such Warrant Shares. The rights of purchase represented by this the Warrant Certificate shall be exercisable, at the election of the HolderHolder thereof, either in full at any time or from time to time in part prior to the Expiration Datepart. In the event that a certificate evidencing the Holder Warrant is exercised in respect of this Warrant Certificate shall exercise fewer less than all of the Warrants evidenced hereby Warrant Shares purchasable on such exercise at any time prior to the Expiration Datedate of expiration of the Warrant, a new Warrant Certificate certificate evidencing the remaining unexercised Warrant(s) shall portion of the Warrant will be issued, and the warrant agent (if so appointed) is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section 2.1. The Company, whenever required by the warrant agent (if appointed), will supply the warrant agent with Warrant certificates duly executed on behalf of the Company for such purpose.

Exercise of Warrants. (a) The Warrants evidenced by Holder of a Warrant shall have the right, at its option, to exercise such Warrant and, subject to subsection (e) of this Section 2.03, purchase the principal amount of Warrant Securities provided for therein at the time or times or during the period or periods referred to in Section 2.01 and specified in the Warrant Certificate evidencing such Warrant. Except as may be provided in a Warrant Certificate, a Warrant may be exercised in whole or in part upon surrender by completing the form of election to purchase set forth on the Company, at its Office, reverse side of this the Warrant Certificate, by duly executing and delivering the same, together with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company in full of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment lawful money of the aggregate Exercise Price shall be at the option of the Holder [JURISDICTION OF CURRENCY OR CURRENCY UNIT], in cash or by certified or official bank check payable or by bank wire transfer, to the order of the Company or Warrant Agent. Except as may be provided in a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed date on which such Warrant Certificate and payment of are received by the Exercise Price Warrant Agent as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) aforesaid shall be deemed to have been issued as of be the date of on which the surrender of this Warrant Certificate is exercised and the Warrant Securities are issued. (b) The Warrant Agent shall deposit all funds received by it in payment of the Exercise PriceWarrant Price in an account of the Company maintained with it and shall advise the Company by telephone by 5:00 p.m., as aforesaidNew York City time, of each day on which a payment for Warrants is received of the amount so deposited in its account. The rights of purchase represented by this Warrant Certificate Agent shall be exercisablepromptly confirm such telephone advice in writing to the Company. (c) The Warrant Agent shall, at the election of the Holder, either in full at any time or from time to time in part prior time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Warrants exercised, (ii) the instructions of each Holder with respect to delivery of the Expiration Date. In the event that the Warrant Securities to which such Holder is entitled upon such exercise, (iii) delivery of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate Certificates evidencing the remaining unexercised Warrant(s) shall be issued.balance, if any, of the

Exercise of Warrants. The Warrants (a) Each Warrant evidenced by this Warrant Certificate hereby may be exercised in whole or in part by the Holder upon surrender the terms and subject to the Company, at its Office, conditions set forth herein prior the Expiration Date. A Warrant shall be deemed to have been exercised immediately prior to the close of this business on the Exercise Date and the person entitled to receive shares of Common Stock deliverable upon such exercise ("Warrant Certificate, with Shares") shall be treated for all purposes as the Purchase Form attached hereto duly completed and signedholder of a Warrant Share upon the exercise of the applicable Warrant as of the close of business on the Exercise Date. Promptly following, and upon payment to in any event within ten (10) business days after, the Company date on which the Corporation first receives clearance of the Exercise Price for the number of Warrant Shares all funds received in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaidpursuant to this Warrant Certificate, the Company Corporation shall cause to be issued and delivered with all reasonable dispatch to the person or upon persons entitled to receive the written order same, a certificate or certificates evidencing the issuance to the Holder of the Holder and in such name or names as the Holder may designate a certificate(s) for the applicable number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this (plus a Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election for any remaining issued but unexercised Warrants of the Holder). Notwithstanding the foregoing sentence, either in full at the event that any time registration or qualification (or filing for exemption from time to time in part any such requirements) is required prior to the Expiration Date. In issuance of such Warrant Shares by the event that Corporation in accordance with Section 3(b) below, then the obligation to deliver any such certificates shall arise only upon completion of such requirements and at such time as the Corporation may lawfully do so. (b) Upon the exercise of the Warrants represented hereby, if the Corporation so requests, the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior certify to the Expiration DateCorporation that it is not exercising such Warrants with a view to distribute the Warrant Shares in violation of the Securities Act, a new and shall provide such other investor representations as the Corporation may require to confirm the ability of the Corporation to rely upon the exemption from registration under the Securities Act which applies to the distribution of Warrant Certificate evidencing Shares at the remaining unexercised Warrant(s) shall be issuedtime of such distribution.

Exercise of Warrants. The Warrants evidenced by this Registered Holder of any Warrant Certificate may be exercised exercise the Warrants, in whole or in part upon surrender to the Companypart, at its Officestarting on [date six months after warrant issue date], of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part at or prior to the Expiration Date. In the event that the Holder close of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to business, on the Expiration Date, a new at which time the Warrant Certificate evidencing the remaining unexercised Warrant(s) Certificates shall be issuedand become wholly void and of no value. Warrants may be exercised by their holders as follows: (a) This Warrant may be exercised by Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Payment may be made either in lawful money of the United States or by surrender of an outstanding note made by the Company and payable to the Registered Holder with a balance of principal plus accrued and unpaid interest to the date of surrender equal to the payment required. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l (a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l (c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) If at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Registered Holder at a time when a Registration Statement is effective pursuant to Section 6(g) of the Subscription Agreement dated October [ ], 2008 by and among the Company and the subscribers thereto (subject to any grace periods specified therein), then this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Registered Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the Closing Price (as defined below) on the Trading Day immediately preceding the date of such election; (B) = the Exercise Price of this Warrant, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

Exercise of Warrants. The Warrants evidenced are exercisable during the term set forth in Section 1 hereof at the Exercise Price (defined below) per Share set forth in Section 6 hereof payable by this certified or cashier's check or money order payable in lawful money of the United States, subject to adjustment as provided in Article 8 hereof. Upon surrender of a Warrant Certificate may be exercised in whole or in part upon surrender to the Company, at its Office, of this Warrant Certificate, with the annexed Form of Election to Purchase Form attached hereto duly completed and signedexecuted, and upon together with payment to the Company of the Exercise Price (as hereinafter defined) for the number Warrant Units (and such other amounts, if any, arising pursuant to Section 4 hereof) at the Company's principal office in Las Vegas, Nevada, the registered holder of a Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price Certificate ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the Units so purchased (or following their separation, for the Common Stock, Class A Warrants and Class B Warrants underlying such Units). The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in cash whole or by bank check payable in part, (but not as to the order fractional Shares). The Warrants may be exercised to purchase all or part of the Company or Warrant Units represented thereby. In the case of the purchase of less than all the Warrant Units purchasable on the exercise of the Warrants represented by a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or cancel the Warrant Certificate represented thereby upon the written order of the Holder surrender thereof and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate execute and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, deliver a new Warrant Certificate evidencing of like tenor for the remaining unexercised Warrant(s) shall be issuedbalance of the Warrant Units purchasable thereunder.

Exercise of Warrants. The Warrants evidenced (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant Certificate may be (including Section 11) at any time and from time to time on or after the Original Issue Date, and such rights shall not expire until the Warrant has been exercised in whole or in part upon surrender full. (b) The Holder may exercise this Warrant by delivering to the CompanyCompany (i) an exercise notice, at its Officein the form attached as Schedule 1 hereto (the “Exercise Notice”), of this Warrant Certificate, with the Purchase Form attached hereto duly completed and duly signed, and upon (ii) payment to the Company of the 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 respect the Exercise Notice pursuant to Section 10 below), and the date on which the last of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable items is delivered to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, (as determined in accordance with the Purchase Form duly executed notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and payment delivery of the Exercise Price Notice shall have the same effect as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. The Holder and in such name or names as any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Holder may designate provisions of this paragraph, following the purchase of a certificate(s) for portion of the Warrant Shares hereunder, the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of available for purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full hereunder at any given time or from time to time in part prior to may be less than the Expiration Date. In amount stated on the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedface hereof.

Exercise of Warrants. The Warrants evidenced by (a) This warrant (this Warrant Certificate may be exercised "Warrant") is exercisable in whole or in part upon surrender at the Exercise Price per share of Common Stock payable hereunder, payable in cash or by certified or official bank check, or by "cashless exercise," by means of tendering this Warrant to the CompanyCompany to receive a number of shares of Common Stock equal to: (i) the Market Value of the Warrant Shares issuable upon exercise of this Warrant, at its Officeless; (ii) the aggregate cash amount of the Exercise Price of such Warrant Shares, divided by the Market Value per Share. Upon surrender of this Warrant Certificate, with the Purchase Form attached hereto annexed Notice of Exercise of Warrant duly completed and signedexecuted, and upon together with payment to the Company of the Exercise Price for the number applicable Warrant Shares exercised, the Holder shall be entitled to receive a certificate or certificates for the Warrant Shares so exercised. For the purposes of this Section 2, "Market Value" shall be the amount equal to the average closing bid price of a share of Common Stock for the ten (10) days preceding the Company's receipt of the Notice of Exercise of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of duly executed by the Holder in cash or multiplied by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchasedto be issued upon surrender of this Warrant. (b) For purposes of Rule 144 promulgated under the Securities Act, togetherit is intended, at understood and acknowledged that the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) issued in a cashless exercise transaction shall be deemed to have been issued as of acquired by the Holder and the holding period for the Warrant Shares shall be deemed to have been commenced, on the issue date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedWarrant.

Exercise of Warrants. The Warrants evidenced This Warrant shall vest immediately upon receipt by Ampersand of funds under the Note and may be exercised as to one hundred percent (100%) of the total number of shares covered by this Warrant Certificate at anytime after the issuance date of this Warrant The purchase rights represented by this Warrant may be exercised in whole or in part (but not as to a fractional share of Stock), by the Warrantholder or its duly authorized attorney or representative at any time and from time to time while this Warrant is exercisable, upon surrender to presentation of this Warrant at the principal office of the Company, at its Office, of this Warrant Certificate, with the Purchase Form purchase form attached hereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by certified check or bank check payable draft of an amount equal to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares shares being so purchased, togetherpurchased multiplied by the Exercise Price; or, at the option of the Warrantholder, this Warrant may be surrendered to the Company as provided in Section 7 hereof, with and the Company shall issue to the Warrantholder for no additional cash in respect consideration a number of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed shares of common stock determined by dividing the product of the maximum number of shares of common stock the Warrantholder is entitled to have been issued as of purchase hereunder times the difference between the closing price per share on the date of the surrender of this Warrant Certificate for exercise and payment of the Exercise Price, by the closing price per share on the date of surrender for exercise date of surrender for exercise, as aforesaid. The rights follows: Number of purchase represented by shares to be issued = ((maximum # of shares purchasable under terms of the Warrants) X ((closing price per share on the date of surrender for exercise) - (Exercise Price))) / (closing price per share on the date of surrender for exercise) Should Warrantholder elect to so surrender this Warrant, this Warrant Certificate shall be exercisableterminated thereafter, at and the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate Warrantholder shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedhave no other rights hereunder.

Exercise of Warrants. The Warrants evidenced by this (a) All or any part of the Warrant Certificate may be exercised in whole during the Exercise Period by surrendering the Warrant, together with appropriate instructions, duly executed by the Warrantholder or in part upon surrender to the Company, at by its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signedauthorized attorney, and upon delivery of payment to in full by the Company Warrantholder, in lawful money of the United States, of the Exercise Price for payable with respect to the number Shares being purchased at the office of Warrant Shares in respect of the Company, 00000 00xx Xxxxxx X.X., Xxxxxxx, Xxxxxxxxxx, 00000, Attention: President, or at such other office or agency as the Company may designate. The date on which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed instructions and payment of the Exercise Price as aforesaidare received by the Company shall be the date of exercise. Upon receipt of notice of exercise and the Exercise Price, the Company shall cause immediately instruct its transfer agent to prepare certificates for the Shares to be issued received by the Warrantholder and shall use commercially reasonable efforts to cause such certificates to be prepared and delivered to the Warrantholder in accordance with the Warrantholder’s instructions within three business days after the date of exercise. If the Warrantholder shall provide the Company with an opinion of counsel to the effect that the legend set forth on the face of this Warrant is not required, such certificates shall not bear a legend with respect to the Securities Act. (b) If fewer than all reasonable dispatch the Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to or upon the written order Warrantholder a new Warrant certificate (dated the date hereof), in form and tenor similar to this Warrant certificate, evidencing that portion of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant not exercised. The Shares so purchased, together, at the option to be obtained on exercise of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall will be deemed to have been issued issued, and any person exercising the Warrant will be deemed to have become a holder of record of those Shares, as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issued.

Exercise of Warrants. (a) The Warrants evidenced by this Warrant Certificate may be exercised exercised, in whole or in part upon surrender part, on or after June 30, 2001 and on or prior to the Company, at its Office, of Expiration Time by surrendering this Warrant Certificate, with the Purchase Form attached hereto purchase form provided for herein duly completed and signedexecuted by the Warrantholder or by the Warrantholder's duly authorized attorney-in-fact, and upon payment at the principal office of the Company, presently located at Glenpointe Centre East, 300 Frank W. Burr Boxxxxxxx - 0xx Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000, xx xx xxxx xxxer 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 of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash cash, bank cashier's check or by bank certified check payable to the order of the Company or a combination thereof. Subject to Section 3 hereofCompany, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaidpayable in respect of the Warrants being exercised. If fewer than all of the Warrants are exercised, the Company shall cause shall, upon each exercise prior to be issued the Expiration Time, execute and delivered with all reasonable dispatch deliver to or upon the written order Warrantholder a new Warrant Certificate (dated as of the Holder and in such name or names as date hereof) evidencing the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option balance of the Company as provided in Section 7 hereofWarrants that remain exercisable. (b) On the date of exercise of the Warrants, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) the Warrantholder exercising same shall be deemed to have been issued as become the holder of record for all purposes of the date Warrant Shares to which the exercise relates. (c) As soon as practicable after the exercise of all or part of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented Warrants evidenced by this Warrant Certificate Certificate, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Warrantholder a certificate or certificates evidencing the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which the Warrantholder shall be exercisable, at entitled upon such exercise. (d) No certificates for fractional Warrant Shares shall be issued upon the election exercise of any of the HolderWarrants but, either in full at lieu thereof, the Company shall, upon exercise of all the Warrants, round up any time or from time to time in part prior fractional Warrant Share to the Expiration Date. In the event that the Holder nearest whole share of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedCommon Stock.

Exercise of Warrants. The Warrants evidenced by Subject to the terms of this Warrant Certificate Agreement, the Warrantholder shall have the right, at any time during the five-year period ending at 5:00 P.M., New York City time, on April 9, 2002 (the fifth anniversary of the date hereof) (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares which the Warrantholder may at the time be exercised in whole or in part entitled to purchase pursuant to this Agreement, upon surrender to the Company, at its Officeprincipal office, of this the certificate evidencing the Warrant Certificateto be exercised, together with the Purchase Form attached hereto purchase form annexed thereto duly completed filled in and signed, and upon payment to the Company of the Exercise Warrant Price (as defined in and determined in accordance with the provisions of Sections 6 and 7 hereof) for the number of Warrant Shares in respect of which such Warrants are Warrant is then exercised. Payment of the aggregate Exercise Warrant Price shall be at the option of the Holder made in cash or by bank certified or cashier's check payable to the order or by wire transfer of funds or by surrender of Warrants for cashless exercise as provided in Section 6. Upon such surrender of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaidWarrant Price, the Company shall issue and cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder Warrantholder and in such name or names as the Holder Warrantholder may designate designate, a certificate(s) certificate or certificates for the number of Warrant full Shares so purchased, together, at purchased upon the option exercise of the Company Warrant, together with cash, as provided in Section 7 8 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of this the Warrant Certificate and payment of the Exercise Warrant Price, as aforesaid, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the stock transfer books of the Company shall then be closed. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the HolderWarrantholder, either in full at any time or from time to time in part prior to the Expiration Date. In and, in the event that a certificate evidencing the Holder Warrant is exercised in respect of this Warrant Certificate shall exercise fewer less than all of the Warrants evidenced hereby Shares specified therein at any time prior to the Expiration Termination Date, a new Warrant Certificate certificate evidencing the remaining unexercised Warrant(s) portion of the Warrant shall be issuedissued by the Company.

Exercise of Warrants. The Warrants evidenced Exercise of the purchase rights represented by this Warrant Certificate may be exercised made, in whole or in part upon part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto. Within the earlier of (i) three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the 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 specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. 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, at its Office, . Partial exercises of this Warrant Certificate, with resulting in purchases of a portion of the Purchase Form attached hereto duly completed and signed, and upon payment 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 of the Exercise Price for shall maintain records showing the number of Warrant Shares in respect purchased and the date of which such Warrants are then exercisedpurchases. Payment The Company shall deliver any objection to any Notice of Exercise within one (1) 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 aggregate Exercise Price shall be at provisions of this paragraph, following the option purchase of a portion of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereofWarrant Shares hereunder, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of available for purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full hereunder at any given time or from time to time in part prior to may be less than the Expiration Date. In amount stated on the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedface hereof.

Exercise of Warrants. The During the Exercise Period, except as such may be suspended from time to time as set forth in Section 4.3 hereof, each Holder may, subject to the terms of this Agreement, exercise from time to time some or all of the Warrants evidenced by this its Warrant Certificate may be exercised in whole or in part upon surrender Certificate(s) by (i) surrendering to the Company, Company at its Office, the principal office of this the Warrant Certificate, Agent such Warrant Certificate(s) with the Purchase Form form of notice attached hereto thereto duly completed filled in and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and upon payment loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule l7Ad-15 of the Securities Exchange Act of 1934, and (ii) paying to the Company Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be at made by wire transfer of immediately available funds to the option Warrant Agent for the account of the Holder in cash Company or by certified or official bank check payable or checks to the order of the Company Company, or a by any combination thereofthereof or by such other form or method of payment acceptable to the Warrant Agent. Subject All payments required to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment be made hereunder shall be made in lawful money of the Exercise Price as aforesaidUnited States of America. Upon the exercise of any Warrants in accordance with this Agreement, the Company shall cause the Warrant Agent, on the Company's behalf, to be issued issue and delivered deliver with all reasonable dispatch dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate designate, a certificate(s) certificate or certificates for the number of full Warrant Shares so purchased, together, issuable upon the exercise of such Warrants and shall take such other actions or cause the Warrant Agent to take such other actions at the option Company's sole expense as are necessary to complete the exercise of the Company as provided in Section 7 hereofWarrants (including, with cash in respect without limitation, payment of any cash with respect to fractional interests required under Section 10 hereof). The certificate or certificates representing such Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date the Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of the surrender of this Warrant Certificate and payment of the Exercise PriceWarrants, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisableduly authorized, at the election validly issued, fully paid and non-assessable and will not have been issued in violation of the Holder, either in full at or subject to any time or from time to time in part prior to the Expiration Datepreemptive rights. In the event that the Holder of this Warrant Certificate shall exercise fewer less than all of the Warrants evidenced hereby at any time prior by a Warrant Certificate are exercised, the Holder thereof shall be entitled to the Expiration Date, receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining unexercised Warrant(s) Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of this Section 4.2 and of Section 3 hereof. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. Upon delivery of the Warrant Shares issuable upon exercise of a Warrant in accordance herewith and of any required new Warrant Certificates, the Company shall direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be issueddisposed of by the Warrant Agent in a manner permitted by applicable laws and satisfactory to the Company in accordance with its written instructions to the Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall at its sole expense supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request.

Exercise of Warrants. The Warrants evidenced by this At any time and from time to time on or prior to the Expiration Date, the holder of any Warrant Certificate may be exercised exercise the Warrants evidenced thereby, in whole or in part upon part, by surrender to the Company, at its Office, of this such Warrant Certificate, with the Purchase Form an election to purchase (a form of which is attached hereto to each Warrant Certificate) attached thereto duly completed and signedexecuted, and upon payment to the Company at its office referred to in Section 1.2(b) hereof, together with payment of the Exercise Purchase Price for each share of Class B Common Stock with respect to which the number of Warrant Shares in respect of which such Warrants are then being exercised. Payment of the aggregate Exercise Such Purchase Price shall be at the option of the Holder payable: (a) in cash or by certified or official bank check payable to the order of the Company or a combination thereof. Subject by wire transfer of immediately available funds to the account of the Company; or (b) by surrender of one or more Subordinated Notes to the Company, in accordance with Section 5.9 of the Note Purchase Agreement, in an aggregate principal amount which, together with any consideration simultaneously delivered pursuant to Section 3 2.1(a) hereof, upon shall equal such Purchase Price. Upon any such delivery of Subordinated Notes to the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaidCompany, the Company shall cause pay to be issued the tendering holder all accrued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash unpaid interest in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed the Subordinated Notes so delivered to have been issued as of and including the date of exercise, and shall cancel and retire such Subordinated Note. The Company and the surrender Purchasers agree that a tender of this Warrant Certificate and Subordinated Notes in payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election Purchase Price in respect of the HolderWarrants shall not be deemed a prepayment of the Subordinated Notes, either in full at any time or from time to time in part prior but rather a conversion of such Subordinated Notes, pursuant to the Expiration Date. In the event that the Holder terms of this Warrant Certificate shall exercise fewer than all Agreement and the Warrants evidenced hereby at any time prior to the Expiration DateWarrants, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedinto Class B Common Stock.

Exercise of Warrants. The Warrants evidenced by this This Warrant Certificate may be exercised is exercisable in whole or in part upon surrender at any time and from time to time prior to the Company, at its Office, Expiration Date. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by facsimile transmission as provided in Section 9 hereof) a completed and duly executed Notice of Exercise (substantially in the form attached to this Warrant) as provided in this paragraph. The date such Notice of Exercise is faxed or delivered to the Company shall be the “Exercise Date,” provided that the Holder of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment tenders this Warrant to the Company within five business days thereafter. If the Holder elects to exercise only a portion of his Warrant, the Company shall issue to the Holder a new Warrant representing the remaining unexercised Warrants. (a) The Notice of Exercise shall be executed 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, together with appropriate 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 within 10 days. (b) The Holder has the option of paying the Exercise Price per share of Common Stock for the shares then being exercised either in cash or by certified or official bank check. In addition, in lieu of exercising this Warrant in the manner specified by the foregoing, the Holder may from time to time convert this Warrant, in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate fair market value of the shares of Common Stock (as determined by reference to the Company’s publicly traded shares of Common Stock) issuable upon exercise of this Warrant Shares in respect of which such Warrants are then exercised. Payment of minus the aggregate Exercise Price shall be at of such shares of Common Stock by (b) the option fair market value of the Holder in cash or by bank check payable to the order one share of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedCommon Stock.

Exercise of Warrants. The Warrants evidenced by Upon surrender of this Warrant Certificate may be exercised in whole or in part upon surrender with the Form of Election to Purchase attached hereto duly completed and signed to the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signedaddress set forth in Section 12, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United States of America, in cash or by certified or official bank check or checks, to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 7 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. 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. b. A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of so indicated by the aggregate Exercise Price shall be at the option of the Warrant Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issued.

Exercise of Warrants. The A Warrant may not be exercised unless the initial Registered Holder to whom it was issued is then in the employ of Maxcor. Exercisability of a Warrant under this Agreement shall not be affected by any change in duties or position of the Registered Holder as long as he or she continues to be employed by Maxcor. Notwithstanding the foregoing, in the event that the employment of the Registered Holder shall terminate, all Warrants evidenced held by this such Registered Holder or his or her Permitted Transferees that are exercisable at the time of such termination may, unless earlier terminated in accordance with their terms, be exercised within sixty (60) days after the date of such termination. Warrants that are not otherwise exercisable on the date of termination of employment shall be forfeited as of such date. Warrants shall be exercisable by the Registered Holder, commencing upon the applicable vesting date set forth in the related Warrant Certificate may be exercised in whole or in part upon surrender for up to the Companynumber of shares of Common Stock set forth opposite such vesting date, and ending at its Office5:00 p.m., New York Time, on the Expiration Date, by the surrender of this such Warrant CertificateCertificate and the notice of exercise attached thereto (the "NOTICE OF EXERCISE"), with duly executed by the Purchase Form attached hereto duly completed and signedRegistered Holder, to the Corporate Secretary at the principal corporate offices of MAXF (or such other office or agency of MAXF as it may designate by notice in writing to the Registered Holder at the address of the Registered Holder appearing on the books of MAXF), and upon payment in lawful money of the United States in cash, to the Company order of MAXF (by wire transfer or other immediately available funds), of the Exercise Price for per share (subject to adjustment as provided elsewhere herein), multiplied by the number of Warrant Shares shares specified in respect the Notice of which such Warrants are then exercised. Payment Exercise, together with taxes, if any, required to be paid or withheld by MAXF, on behalf of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Registered Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedconnection therewith.

Exercise of Warrants. The (a) A Holder may exercise Warrants evidenced by this a Warrant Certificate may be exercised in whole or whole, but not in part upon surrender part, at any time prior to the Company, at its Office, applicable Expiration Time by delivering to the President of this the Company (i) the Warrant Certificate, with ; (ii) a written notice in the Purchase Form form attached hereto duly completed to this Agreement as Exhibit D (an “Exercise Notice”); and signed, and upon (iii) payment either by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by certified or official bank check or bank cashier’s check payable to the order of the Company, in each case for the full amount of the aggregate Exercise Price of the Warrant Units being acquired. (b) Upon the written request of Holder delivered to the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, in connection with the Purchase Form duly executed and payment of the Exercise Price as aforesaidNotice, the Company and Company Holdings shall cause provide an officer’s certificate giving representations and warranties to the Initial Holder or to such duly authorized assigns in substantially the same form and content as those representations and warranties given by the Company and Company Holdings in Article IV of the Investment Agreement, which representations and warranties may be issued and delivered with all reasonable dispatch qualified in a schedule to or upon such officer’s certificate. (c) Upon the written order request of Holder delivered to the Company in connection with the Exercise Notice, the Company and Company Holdings shall execute an amendment to the Investment Agreement that effects a bring-down of the Holder and indemnity in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option Article VII of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed Investment Agreement to have been issued as of the date of the surrender exercise of this Warrant Certificate and payment the Warrant, as adjusted to reflect Company Holdings’ proportional ownership interest in the Company. (d) Upon the written request of the Company delivered to the Holder immediately following receipt of the Exercise PriceNotice, the Holder shall provide an officer’s certificate giving representations and warranties to the Company in substantially the same form and content as aforesaid. The rights of purchase represented those representations and warranties given by this Warrant Certificate shall be exercisable, at the election Initial Holder in Article V of the HolderInvestment Agreement, either which representations and warranties may be qualified in full at any time or from time a schedule to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedsuch officer’s certificate.

Exercise of Warrants. The Warrants (a) Each Warrant evidenced by this Warrant Certificate hereby may be exercised in whole or in part by the Holder upon surrender the terms and subject to the Company, at its Office, conditions set forth herein prior the Expiration Date. A Warrant shall be deemed to have been exercised immediately prior to the close of this business on the Exercise Date and the person entitled to receive shares of Common Stock deliverable upon such exercise (“Warrant Certificate, with Shares”) shall be treated for all purposes as the Purchase Form attached hereto duly completed and signedholder of a Warrant Share upon the exercise of the applicable Warrant as of the close of business on the Exercise Date. Promptly following, and upon payment to in any event within ten (10) business days after, the Company date on which the Corporation first receives clearance of the Exercise Price for the number of Warrant Shares all funds received in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaidpursuant to this Warrant Certificate, the Company Corporation shall cause to be issued and delivered with all reasonable dispatch to the person or upon persons entitled to receive the written order same, a certificate or certificates evidencing the issuance to the Holder of the Holder and in such name or names as the Holder may designate a certificate(s) for the applicable number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this (plus a Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election for any remaining issued but unexercised Warrants of the Holder). Notwithstanding the foregoing sentence, either in full at the event that any time registration or qualification (or filing for exemption from time to time in part any such requirements) is required prior to the Expiration Date. In issuance of such Warrant Shares by the event that Corporation in accordance with Section 3(b) below, then the obligation to deliver any such certificates shall arise only upon completion of such requirements and at such time as the Corporation may lawfully do so. (b) Upon the exercise of the Warrants represented hereby, if the Corporation so requests, the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior certify to the Expiration DateCorporation that it is not exercising such Warrants with a view to distribute the Warrant Shares in violation of the Securities Act, a new and shall provide such other investor representations as the Corporation may require to confirm the ability of the Corporation to rely upon the exemption from registration under the Securities Act which applies to the distribution of Warrant Certificate evidencing Shares at the remaining unexercised Warrant(s) shall be issuedtime of such distribution.

Exercise of Warrants. The Warrants (a) Each Warrant evidenced by this Warrant Certificate hereby may be exercised in whole or in part by the Holder upon surrender the terms and subject to the Companyconditions set forth herein prior to the sooner of 5:00 p.m. Pacific Time on the Expiration Date (as hereinafter defined) or 5:00 p.m. on any Call Date (as hereinafter defined). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive shares of restricted common stock of the Corporation deliverable upon such exercise shall be treated for all purposes as the Holder of a Warrant Share upon the exercise of the applicable Warrant as of the close of business on the Exercise Date. Promptly following, at its Officeand in any event within ten (10) business days after, the date on which the Corporation first receives clearance of all funds received in payment of the Purchase Price pursuant to this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company Corporation shall cause to be issued and delivered with all reasonable dispatch to the person or upon persons entitled to receive the written order same, a certificate or certificates evidencing the issuance to such Holder of the Holder and in such name or names as the Holder may designate a certificate(s) for the applicable number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this (plus a Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election for any remaining issued but unexercised Warrants of the Holder). Notwithstanding the foregoing sentence, either in full at the event that any time registration or qualification (or filing for exemption from time to time in part any such requirements) is required prior to the Expiration Date. In issuance of such Warrant Shares by the event that Corporation in accordance with Section 3(b) below, then the obligation to deliver any such certificates shall arise only upon completion of such requirements and at such time as the Corporation may lawfully do so. (b) Upon the exercise of the Warrants represented hereby, if the Corporation so requests, the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior certify to the Expiration DateCorporation that it is not exercising such Warrants with a view to distribute the Warrant Shares in violation of the Securities Act, a new and shall provide such other investor representations as the Corporation may require to confirm the ability of the Corporation to rely upon the exemption from registration under the Securities Act which applies to the distribution of Warrant Certificate evidencing Shares at the remaining unexercised Warrant(s) shall be issuedtime of such distribution.

Exercise of Warrants. (a) The Warrants evidenced by this Warrant Certificate may be exercised exercised, in whole or in part upon surrender part, on or prior to the Company, at its Office, of Expiration Time by surrendering this Warrant Certificate, with the Purchase Form attached hereto purchase form provided for herein duly completed and signedexecuted by the Warrantholder or by the Warrantholder's duly authorized attorney-in-fact, and upon payment at the principal office of the Company, presently located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 or at such other 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 of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash cash, bank cashier's check or by bank certified check payable to the order of the Company or a combination thereofCompany, of the Exercise Price payable in respect of the Warrants being exercised. Subject to Section 3 hereofAlternatively, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price may be made by cashless exercise method, as aforesaidset forth in subparagraph 1(b) below. 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) The Warrantholder may also exercise the Warrants by paying the Exercise Price by converting all or any portion of the unexercised Warrants hereunder into the number of shares of Common Stock determined in accordance with the formula set forth below (the "Cashless Exercise") by delivering an Exercise Form substantially in the form as appended hereto to the Company by hand delivery, by U.S. Express Mail or Federal Express or other recognized national delivery service, or by certified or registered mail, return receipt requested, addressed to its principal office and accompanied by this Warrant Certificate: X = Y(A-B) ----------- A Where: X = the number of the shares of Common Stock to be issued to the Warrantholder upon exercise pursuant to this Section 1(b). Y = the number of shares of Common Stock represented by the Warrants so exercised. A = the Market Price (as defined in Paragraph 3(d) below) of one share of Common Stock on the trading date immediately preceding the Company's receipt of the Exercise Form. B = the Purchase Price. (c) On the date of exercise of the Warrants, the Warrantholder exercising same shall be deemed to have become the holder of record for all purposes of the Warrant Shares to which the exercise relates. (d) As soon as practicable, but not in excess of ten days, after the exercise of all or part of the Warrants evidenced by this Warrant Certificate, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Warrantholder a certificate or certificates evidencing the number of duly authorized, validly issued, fully paid and non-assessable Warrant Shares to which the Warrantholder shall be entitled upon such exercise. In the event that only a portion of the Warrants have been exercised, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon issue a replacement Warrant Certificate for the written order of the Holder and in remaining Warrant Shares such name or names as the Holder may designate a certificate(s) for that the number of Warrant Shares so purchased, together, at the option remaining shall be equal to 2% of the issued Common Stock, on a fully diluted basis less the number of Warrant Shares (as adjusted in Paragraph 3) exercised, and the Purchase Price shall be the purchase price per share as adjusted in Paragraph 3 below. (e) No certificates for fractional Warrant Shares shall be issued upon the exercise of any of the Warrants but, in lieu thereof, the Company as provided in Section 7 hereofshall, with cash in respect upon exercise of all the Warrants, round up any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior Share to the Expiration Date. In the event that the Holder nearest whole share of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedCommon Stock.

Exercise of Warrants. (a) The Warrants evidenced by this Warrant Certificate may be exercised in whole or in part upon surrender to the CompanyHolder may, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Termination Date, exercise this Warrant in whole or in part at an exercise price per share equal to $1.10, 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 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 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 within five (5) business days after the rights represented by this Warrant shall have been so exercised. (b) 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 Warrant Shares by the Holder, this Warrant may also be exercised 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 part (a “Warrant Exchange”), for Warrant Shares by surrendering this Warrant at the principal office of the Corporation, accompanied by a notice stating such Holder’s intent to effect such exchange, 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 take place on the 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”). The date on which the Corporation receives the Notice of Exchange is hereafter referred to as the “Exercise Date”. Certificates for the Warrant Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant Certificate of like tenor evidencing the balance of the Warrant Shares remaining unexercised Warrant(s) subject to this Warrant, shall be issuedissued 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, the number of Warrant Shares issued to the Holder shall be determined according to the following formula: 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 (as defined in Section 7 below) of one share of Common Stock on the trading day immediately preceding the Exercise Date; and B = the Warrant Price then in effect.

Exercise of Warrants. The Warrants evidenced (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant Certificate may be (including Section ‎11) at any time and from time to time on or after the Original Issue Date, and such rights shall not expire until exercised in whole or in part upon surrender full. (b) The Holder may exercise this Warrant by delivering to the CompanyCompany (i) an exercise notice, at its Officein the form attached as Schedule 1 hereto (the “Exercise Notice”), of this Warrant Certificate, with the Purchase Form attached hereto duly completed and duly signed, and upon (ii) payment to the Company of the 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 respect the Exercise Notice pursuant to Section ‎10 below), and the date on which the last of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be at the option of the Holder in cash or by bank check payable items is delivered to the order of the Company or a combination thereof. Subject to Section 3 hereof, upon the surrender of this Warrant Certificate, (as determined in accordance with the Purchase Form duly executed notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and payment delivery of the Exercise Price Notice shall have the same effect as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order cancellation of the Holder original Warrant and in such name or names as issuance of a New Warrant evidencing the Holder may designate a certificate(s) for right to purchase the remaining number of Warrant Shares so purchasedShares, together, at if any. The delivery by (or on behalf of) the option Holder of the Company Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s certification to the Company that its representations contained in Section 7 hereof, with cash in respect Sections [4.1] and [4.3] through [4.14] of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued the Purchase Agreement are true and correct as of the date Exercise Date as if remade in their entirety (or, in the case of any transferee Holder that is not a party to the surrender of this Warrant Certificate Purchase Agreement, such transferee Holder’s certification to the Company that such representations are true and payment correct as to such transferee Holder as of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issued).

Exercise of Warrants. The Warrants evidenced by this (a) All or any part of the Warrant Certificate may be exercised in whole during a four-year period commencing on the first anniversary of the Effective Date and ending at 5 p.m. Pacific Time on the fifth anniversary of the Effective Date by surrendering the Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or in part upon surrender to by its duly authorized attorney, at the office of the Company, 0000 Xxxxxxxxx Xxxxxxx, NE, Albuquerque, New Mexico 87107, or at such other office or agency as the Company may designate. Upon receipt of notice of exercise, the Company shall immediately instruct its Officetransfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant exercise. When such certificates are prepared, of this Warrant Certificate, with the Purchase Form attached hereto duly completed Company shall notify the Warrantholder and signed, and deliver such certificates to the Warrantholder (or as otherwise designated by the Warrantholder's written instructions) immediately upon payment to in full by the Company Warrantholder, in lawful money of the United States, of the Exercise Price payable with respect to the Securities being purchased. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the Securities received upon exercise of the Warrant(s), such certificates shall not bear a legend with respect to the Act. (b) In addition to the method of payment set forth in paragraph (a) of this Section 2 and in lieu of any cash payment required thereunder, the Warrantholder shall have the right at any time and from time to time to exercise the Warrant(s) in full or in part by surrendering the Warrant Certificate in the manner specified herein in exchange for the number of Units equal to the quotient derived from DIVIDING the NUMERATOR (which shall be an amount equal to the DIFFERENCE BETWEEN: (I) the number of Units or other Securities as to which the Warrant Shares is being exercised MULTIPLIED by the per share Market Price of such Unit or other Securities, AND (II) the number of Units or other Securities as to which the Warrant is being exercised MULTIPLIED by the Exercise Price) BY the DENOMINATOR which shall be the per share Market Price of such Unit or other Securities. Solely for the purposes of this paragraph, Market Price shall be calculated either: (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 10 hereof (Notice Date") or (ii) as the average of the Market Prices for each of the five trading days preceding the Notice Date, whichever of (i) or (ii) is greater. As used herein, the term "Market Price" at any date shall be deemed to be, when referring to any Security, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which such Security is listed or admitted to trading or by the NASDAQ Stock Market ("NSM"), or, if such Security is not listed or admitted to trading on any national securities exchange or quoted by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through NASDAQ or similar organization if NASDAQ is no longer reporting such information, or if such Security is not quoted on NASDAQ, as determined in good faith (using customary valuation methods) by resolution of the members of the Board of Directors of the Company, based on the best information available to it. (c) If at the time the Warrants are exercised there are no outstanding shares of Series A Preferred Stock, the exercising Warrantholder shall receive (upon payment of the Exercise Price), in lieu of Series A Preferred Stock, the Securities or other property which such Warrantholder would have held had such Warrantholder exercised such Warrants, obtained Series A Preferred Stock and converted such Series A Preferred Stock on the last day on which shares of outstanding Series A Preferred Stock were in existence and thereafter had 5 continued to hold the Securities or other property so obtained and any Securities or other property thereafter issued in respect of which any such Securities. (d) If, at the time the Warrants are then exercised. Payment of exercised there are no outstanding Underlying Warrants, the aggregate Exercise Price exercising Warrantholder shall be at the option of the Holder in cash or by bank check payable to the order of the Company or a combination thereof. Subject to Section 3 hereof, receive (upon the surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the Exercise Price as aforesaidand the Underlying Warrant exercise price [prior to the termination date of the Underlying Warrant]), in lieu of Underlying Warrants, the Company shall cause Securities or other property which such Warrantholder would have held had such Warrantholder exercised such Underlying Warrants on the last day on which outstanding Underlying Warrants were in existence and thereafter had continued to be hold the Securities or other property so obtained and any Securities or other property thereafter issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate(s) for the number of Warrant Shares so purchased, together, at the option of the Company as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate(s) shall be deemed to have been issued as of the date of the surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant Certificate shall be exercisable, at the election of the Holder, either in full at any time or from time to time in part prior to the Expiration Date. In the event that the Holder of this Warrant Certificate shall exercise fewer than all the Warrants evidenced hereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining unexercised Warrant(s) shall be issuedSecurities.