Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Issuance Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within two the earlier of (2i) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price to the Company for the shares specified in the applicable Notice of the Warrant Shares thereby purchased Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. For the avoidance of doubt, there is no circumstance that would require the Company to net cash settle the Warrants.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. Exercise (a) All or any portion of such Warrants may be exercised by surrendering this Agreement, together with a subscription in the form attached hereto duly executed, accompanied by payment of the purchase rights Exercise Price. Such Agreement and subscriptions may be surrendered at the corporate headquarters of the Company (as set forth in Section 9.02, or as such address may be changed from time to ------------ time) or, if the Company so notifies the Holder hereafter, at the office of any transfer agent for the Common Stock appointed hereafter. The payment and subscription materials shall be accompanied by such other instruments or agreements duly signed by Holder as may be reasonably necessary or advisable in order that the issuance of such Warrant Shares represented by this Warrant comply with applicable rules and regulations under the Securities Act, any applicable state securities laws or any requirement of any national securities exchange on which Common Stock may be madetraded. (b) Payment shall be made either: (1) by cash, money order, certified or bank cashier's check drawn in United States currency and payable to the order of the Company; (2) by wire transfer; (3) by cashless exercise pursuant to Section ------- 2.03(c), ("Cashless Exercise") or (4) any combination of the foregoing at the ------- ----------------- option of the Holder. (c) In lieu of paying the Exercise Price in cash, the Holder may utilize a Cashless Exercise. A Holder is permitted to exercise Warrants pursuant to a Cashless Exercise by directing the Company to withhold from the Warrant Shares issuable upon such exercise a number of Warrant Shares having an aggregate Fair Market Value (as defined herein) equal to the aggregate Exercise Price for all Warrants exercised. (d) Warrants shall be exercisable during the period provided in Section ------- 2.01 at any time in whole or from time to time in part, at . As soon as practicable ---- after any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)Warrants have been so exercised, the Company shall have received payment issue and deliver or cause to be delivered to, or upon the order of, the Holder, in such name or names as may be directed by Holder, a certificate or certificates for the number of the aggregate Exercise Price of the full Warrant Shares thereby purchased to which Holder is entitled, and if the Warrants represented by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder surrendered Agreement 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 have been exercised in full, in a new Warrant Agreement, for the remaining number of Warrants which caseshall not have been exercised (however, the Holder shall surrender this Warrant to the Company extent such a new Warrant Agreement is issued for cancellation within three (3) Trading Days such remaining number of Warrants on the date the final Notice of Exercise is same terms and conditions as set forth herein, such replacement Warrant Agreement may be unilaterally executed and delivered to by the Company, without need for Holder's signature). Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and In connection with such exercise, the Company shall maintain records showing use its best efforts to cause its transfer agent to deliver the number shares, as provided herein, on a timely basis in order to permit settlement of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records a normal brokerage transaction within three business days of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofexercise.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares ADSs represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice notice of Exercise exercise in the form annexed hereto as Exhibit A (a “Notice of Exercise”), which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares ADSs thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares ADSs purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares ADSs purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Issuance Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice notice of Exercise exercise in the form annexed hereto as Exhibit A (a “Notice of Exercise”), which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise Subject to Section 2(e), exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price of to the Company for the Warrant Shares thereby purchased specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Trading Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may The Warrants shall be made, in whole or in part, at any time or times exercisable commencing on or after the Initial Exercise Date Date. The Warrants shall cease to be exercisable and shall terminate and become void at 11:59 P.M., New York City time (the “Termination Time”) on September 1, 2027 (the “Termination Date”). Each Warrant not exercised on or before the Termination Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the Termination Time on the Termination Date. Subject to the foregoing and to Section 8(e)(ii) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Notice of Exercise and payment of the Exercise Price, which may be made, at the option of the Holder, by delivery wire transfer or by certified or official bank check in United States dollars, to the Company in the account of the Company maintained with the Warrant Agent for such purpose as set forth in Section 8(h) below (or to such other account as directed by the Company in writing) not later than 5:00 P.M., New York City time on any Business Day during the Exercise Period. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Notice of Exercise and the payment of the Exercise Price pursuant to Section 8(a). Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other office or agency of clearing corporation, as applicable) the Company as it may designate appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company Depositary (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)other clearing corporation, the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if availableas applicable). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company hereby acknowledges and agrees that, with respect to a Holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), upon delivery of irrevocable instructions to such Holder’s Participant to exercise such Warrants, that solely for purposes of Regulation SHO that such Holder shall be entitled deemed to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of have exercised such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofWarrants.

Exercise of Warrants. (a) In the event that Suddxxx xxxcts to exercise all or any portion of the Warrants, Suddxxx xxxll give written notice of exercise to the Company at any time during the Exercise Period (the "Exercise Notice"). Exercise may be made of all or any part of the Warrants. If less than all of the Warrants are exercised, the Company will, upon the closing of such exercise, execute and deliver to Suddxxx xx amended form of this Agreement (dated the date hereof) evidencing the Warrants not so exercised. (b) The closing of the purchase rights for Warrant Shares represented by this Warrant may be madeand sale of shares of Common Stock pursuant to an exercise of one or more Warrants (the "Closing") shall occur at the offices of Wallxx Xxxsxxx Xxxxxx & Xavix, in whole or in partX Professional Limited Liability Company, 511 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxxx 00000 xxx at any such time or times on or after the Initial Exercise Date and on such date as shall be specified by Suddxxx xx the Exercise Notice (but in no event earlier than two or before later than ten business days after delivery of the Termination Date by delivery Exercise Notice). At the Closing (i) Suddxxx xxxll surrender the original copy of this Agreement and pay to the Company (or such other office or agency the applicable exercise price in respect of the Warrants being exercised, and (ii) the Company as it may designate by notice in writing will deliver to Suddxxx x xtock certificate or stock certificates representing the registered Holder at the address shares of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail Common Stock being purchased pursuant to the notice provisions exercise of the Warrant, accompanied by duly executed stock powers or assignments. (c) Upon exercise of the Warrants, Suddxxx xxxl have no obligation to make any capital contribution to the Company other than the exercise price payable upon exercise as set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required1 hereof. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a)will pay all transfer or stamp taxes, the legal capacity and competency of all natural persons signing any Notice of Exercise so deliveredif any, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity in respect of the original issuance of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all Common Stock upon exercise of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofWarrants.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice original or facsimile copy of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)form annexed hereto. The Holder shall have the rights of a stockholder only with respect to Shares fully paid for by the Holder under this Warrant. On the exercise of all or any portion of this Warrant in the manner provided herein, the Company Holder exercising the same shall be deemed to have received payment become a Holder of record of the aggregate Exercise Price of Shares as to which this Warrant is exercised for all purposes, and certificates for the Warrant Shares thereby securities so purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to Holder within a reasonable time, but in no event longer than 10 days after this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered Warrant shall have been exercised as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exerciseset forth above. 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 10 days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant The Warrants may be made, exercised in whole or in partthe amounts set forth below, at any time or times on or after prior to three (3) months following the Initial Exercise Date third anniversary of the date of closing of the Series C Convertible Preferred Stock financing for the Company ("Expiration Date"). The Warrants shall be exercisable by presentation and on or before the Termination Date by delivery surrender of these Warrants to the Company at its principal office (which on the date hereof is 1820 Xxxxxxx Xxxxx, Xxx Xxxxx, xx at the office of its stock transfer agent (which on the date hereof is the Company), if any, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or such other office by certified or agency of the Company as it may designate by notice in writing official bank check or checks, payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed Notice the Exercise Price for the number of shares specified in such form. Upon receipt by the Company of these Warrants, together with the Exercise Price, at its office, or by the Company's stock transfer agent at its office, in proper form for exercise, the form annexed hereto as Exhibit A (which may Holder shall be delivered in a .PDF format via electronic mail pursuant deemed to be the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days holder of record of the date said Notice Warrant Stock (and Other Securities) issuable upon such exercise, notwithstanding that the transfer books of Exercise is the Company shall then be closed or that certificates representing such Warrant Stock (or Other Securities) shall not then be actually delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredHolder. The Company shall be entitled to conclusively assume the genuineness of pay any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, documentary stamp or electronic and the authenticity similar issue or transfer taxes payable in respect of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number issue or delivery of Warrant Shares available hereunder shall have the effect Stock (and Other Securities) upon exercise of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthese Warrants.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Loan Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c2(d) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a2(b), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. (a) Subject to Section 3.01, Section 5.01 and Article IV, the Holder of a Warrant shall have the right at any time, prior to the Expiration Date, at such Holder's option, to exercise such Warrant and purchase the Exercise Amount of Common Stock at the purchase rights for Warrant Shares represented by this Exercise Price. A Warrant may be madeexercised by giving notice to the Warrant Agent no later than 5:00 p.m., New York City time, on the Business Day preceding the proposed date of exercise of such Warrant, completing the form of election to purchase set forth on the reverse side of such Warrant Certificate and otherwise complying with Applicable Procedures, and delivering the same, together with the related Warrant Certificate (in whole or the case of Definitive Warrants), to the Warrant Agent no later than 5:00 p.m., New York City time, on the date of such exercise, together with a Like Amount of Debentures in part, at full satisfaction of the Exercise Price. (b) At any time prior to March 5, 2007, a Holder at its option may exercise its Warrants either by delivery of a Like Amount of Debentures in satisfaction of the Exercise Price or times by delivery of such Debentures together with a Cash Payment in an amount equal to the aggregate Nominal Accreted Value on the Conversion Date of such Debentures ("Cash Exercise"), provided that the Exercise Conditions are met as of such date and provided, further, that the conditions set forth in Section 3.01(b) (i) have been satisfied. A Holder may not Cash Exercise if the exercise right arises solely out of any other provision of Section 3.01(b). (c) On the date of exercise of a Warrant, the Company shall issue, and the Warrant Agent shall deliver, to or upon the order of the Holder of such Warrant, the number of Warrant Shares equal to the Exercise Amount of Common Stock to which such Holder is entitled registered in such name or names as may be directed by such Holder. In the case of any Cash Exercise pursuant to Section 3.02(b), the Company shall also deliver to the exercising Holder a number of Debentures in definitive registered form with modified terms and conditions (as so modified, the "Short-Term Debentures") equal in number to the Like Amount of Debentures tendered upon Cash Exercise, registered in such name or names as may be directed by such Holder. The Short-Term Debentures will mature 94 days after the Initial date of such Cash Exercise, with a principal amount at maturity equal to the Nominal Accreted Value of a Debenture on that date. The date on which the Warrant Certificate, Debentures and, if applicable, Cash Amount are received by the Warrant Agent shall be deemed to be the date on which the related Warrant is exercised and the related Common Stock is issued and, if applicable, the Short-Term Debentures are delivered. Notwithstanding anything to the contrary in this paragraph (b), (i) no fractional shares of Common Stock shall be issued by the Company upon the exercise of any Warrant, (ii) if more than one Warrant shall be exercised at the same time by the same Holder, the number of Warrant Shares issuable in connection with such exercise shall be computed on the basis of the aggregate Exercise Date Amount of the Warrants so exercised and (iii) on or before the Termination Date date a Holder exercises such Holder's Warrant, the Company shall pay such Holder an amount in cash equal to the Trading Price on the third Trading Day prior to the date of such exercise (multiplied by delivery the related fraction) of Common Stock for such fractional shares, computed to the nearest whole cent. (d) If fewer than all of the Warrants evidenced by a Definitive Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall countersign and deliver, a new Definitive Warrant Certificate evidencing the number of Warrants remaining unexercised. (i) The Warrant Agent shall deliver all Debentures received by it in connection with any exercise of the Warrants to the Company for cancellation. (or such other office or agency ii) The Warrant Agent shall deposit all funds received by it in connection with a Cash Exercise into the account of the Company as it may designate maintained with the Warrant Agent for such purpose by notice in writing to the registered Warrant Agent, and shall notify the Company by telephone by 5:00 p.m., New York City time, of each day on which a Cash Payment is so deposited of the amount of such deposit into the Company's account. The Warrant Agent shall promptly confirm such notice in writing to the Company. (f) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrants exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Common Stock to which such Holder is entitled upon such exercise and (iii) such other information as the Company shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing. In connection with any such exercise, to the extent the Company furnishes the Warrant Agent with copies of a then-current prospectus relating to the Warrant Shares, the Warrant Agent, upon such notice of exercise shall, at the address of the Holder appearing on the books expense of the Company, deliver the same to the exercising holder, unless previously furnished. (g) The Company shall pay all documentary stamp taxes attributable to the initial issuance of a duly executed Notice Warrants or to the issuance of Exercise Common Stock or, if applicable, Short-Term Debentures to the registered Holder of such Warrants upon exercise thereof; provided, however, that such Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer of the Warrants or involved in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to issuance of the notice provisions set forth Common Stock or, if applicable, Short-Term Debentures; and in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise event that any such transfer is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)involved, the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all issue any Common Stock or, if applicable, Short-Term Debentures (and such Holder's purchase of the Warrant Shares available hereunder and the Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered established to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of 's satisfaction that no such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftax or other charge is due.

Exercise of Warrants. (a) Subject to Section 1(b), upon presentation and surrender of this Warrant, with the attached Exercise Form duly executed, at the principal office of the purchase rights for Warrant Shares represented by this Warrant Company at 3500 W. Olive, Suite 1430, Burbank, California, 91505, or at such xxxxx xxxxx xx xxx Xxxxxxx xxx xxxxxxxxx xx xxxxxx xx the Holder hereof, with and upon payment (which may be madein the form of a certified or bank cashier's check payable to the order of the Company or in the form of electronic funds transfer to the Company's account, the wiring instructions for which shall be provided upon request by the Holder) in the amount of the aggregate Exercise Price for the Shares being purchased, the Company shall deliver to the Holder hereof as promptly as practicable, certificates representing the Shares being purchased. This Warrant way 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 Certificate or Warrant Certificates of like tenor entitling the Holder to purchase the number of Shares as to which this Warrant has not been exercised. (b) This Warrant may be exercised in whole or in part at any time prior to 5:00 o'clock P.M., Pacific Standard Time, on August ___, 2002 (the "Expiry Date"); provided, however, that in the event of (i) the closing of the Company's sale or times on transfer of all or after substantially all of its assets, or (ii) the Initial Exercise Date and on or before closing of the Termination Date by delivery to the Company (or such other office or agency acquisition of the Company as it may designate by notice another entity by means of a merger, consolidation or other transaction or series of related transactions resulting in writing to the registered Holder at the address exchange of the Holder appearing on the books outstanding shares of the Company) 's capital stock such that the stockholders of a duly executed Notice the Company prior to such transaction own, directly or indirectly, less than 50% of Exercise the voting power of the surviving entity, this Warrant shall automatically be deemed to be exercised in full in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions manner set forth in the Purchase Agreement). Within two (2) Trading Days Section 2 below, without any further action on behalf of the date said Notice of Exercise is delivered Holder, immediately prior to the Company (or within three (3) Trading Days closing of such transaction. In the event of a proposed transaction of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such daykind described in this Section 1(b), the Company shall have received payment of notify the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant Holder at least fifteen (15) days prior to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original closing of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoftransaction.

Exercise of Warrants. 1.1 During any one-month period, specified by the Company in a Put Notice (The Exercise Period), delivered to the Warrant holder, and prior to 4:30 p.m. Eastern Standard Time on the Expiration Date, the Warrant holder shall, during such Exercise Period exercise the Outstanding Amount of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company (or such other office or agency a Notice of the Company as it may designate Exercise duly executed and completed by notice in writing to the registered Holder Warrant holder, at the address of the Holder appearing on the books office of the Company) of a duly executed Notice of Exercise , attention: Xx. Xxxxx Fayle, Secretary/Treasurer, together with payment in the form annexed hereto as Exhibit A (which may be delivered full in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days lawful money of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days United States, of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment portion of the aggregate Exercise Price Outstanding Amount of the Warrant Shares thereby purchased being exercised by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein Such payment shall be made by wire transfer of immediately available funds to the contraryaccount of Phoenix Resources Technologies, Inc. at Whatcom State Bank, Point Xxxxxxx Branch, 000 Xxxx Xxxxx, Xxxxx Xxxxxxx, WA 98281 Account No.: 0000000000 ABA Wire Code No: 000000000. Upon exercise, the Holder Warrant holder shall not be required receive the number of Shares equal to physically surrender the Outstanding Amount being exercised divided by the applicable Exercise Price. Upon receipt of the aforesaid payment, the Company shall issue instructions to its transfer agent to issue such Shares to the Warrant holder within five (5) business days of the Company's receipt of such payment. Provided that the entire Outstanding Amount during any Exercise Period is exercised, and subject to the other restrictions contained in this Warrant to or in the Equity Line Agreement dated April 12, 2000 between the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which caseholder, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days timing and number of the date the final Notice Notices of Exercise is delivered by the Warrant holder to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records at the discretion of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contraryholder. The Company shall deliver any objection to may treat any Notice of Exercise within two (2) Business Days of receipt of such noticereceived by it by facsimile after 4:30 p.m. Eastern Standard Time to be received on the next business day. The Holder Any Outstanding Amount that is not exercised during the relevant Exercise Period shall not be carried forward and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason may not be exercised at a later date without the prior written approval of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.

Exercise of Warrants. Exercise Upon presentation and surrender of this Common Stock Purchase Warrant Certificate ("Warrant Certificate" or "Certificate"), accompanied by a completed Election to Purchase in the form attached hereto as Exhibit A (the "Election to Purchase") duly executed, at the principal office of the purchase rights for Warrant Shares represented by this Warrant may be madeCompany currently located at 000 Xxxxxx Xxxxx, in whole or in partXxxxx Xxxxxxx, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company Xxxxxxxxxx 00000, Attn: Chief Financial Officer (or such other office or agency of the Company within the United States as it the Company may designate by notice in writing to the registered Holder at Holder), together with (a) a check payable to, or wire transfer to, the address Company in the amount of the Exercise Price multiplied by the number of Shares being purchased or (b) if the Holder appearing on is effectuating a Cashless Exercise (as defined in Section 9 hereof) pursuant to Section 9 hereof, written notice of an election to effect such a Cashless Exercise for the books number of Shares specified in the Election to Purchase, the Company or the Company) of a duly executed Notice of Exercise 's Transfer Agent, as the case may be, shall as soon as practicable, but in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or any event within three (3) Trading Days business days thereafter, deliver to the Holder hereof certificates for fully paid and non-assessable shares of Common Stock which in the aggregate represent the number of Shares being purchased. The certificates so delivered shall be in such denominations as may be requested by the Holder and shall be registered in the name of the date said Notice Holder or such other name as shall be designated by the Holder. All or less than all of Exercise is delivered to the Company if Warrants represented by this Certificate may be exercised and, in case of the Notice exercise of Exercise is received after 12 p.m. EST on such day)less than all, the Company shall have received payment of shall, upon surrender hereof, at the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankCompany's expense, unless such exercise is made pursuant deliver to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice Holder a new Warrant Certificate or Certificates of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity like tenor and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of dated the date the final Notice of Exercise is delivered hereof entitling said Holder to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing purchase the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, represented by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCertificate which have not been exercised.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement“Notice of Exercise”). Within two the earlier of (2i) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)exercise as aforesaid, the Company Holder shall have received payment of deliver the aggregate Exercise Price to the Company for the shares specified in the applicable Notice of the Warrant Shares thereby purchased Exercise by wire transfer or cashier’s check drawn on a United States bank, bank unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available)is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. 1.1 During any one-month period, specified by the Company in a Put Notice (The Exercise Period), delivered to the Warrant holder, and prior to 4:30 p.m. Eastern Standard Time on the Expiration Date, the Warrant holder shall, during such Exercise Period exercise the Outstanding Amount of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company (or such other office or agency a Notice of the Company as it may designate Exercise duly executed and completed by notice in writing to the registered Holder Warrant holder, at the address of the Holder appearing on the books office of the Company) of a duly executed Notice of Exercise , attention: Mx. Xxxxx Xxxxx, Secretary/Treasurer, together with payment in the form annexed hereto as Exhibit A (which may be delivered full in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days lawful money of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days United States, of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment portion of the aggregate Exercise Price Outstanding Amount of the Warrant Shares thereby purchased being exercised by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein Such payment shall be made by wire transfer of immediately available funds to the contraryaccount of Phoenix Resources Technologies, Inc. at Whatcom State Bank, Point Rxxxxxx Branch, 400 Xxxx Xxxxx, Xxxxx Xxxxxxx, XX 98281 Account No.: 3000000000 ABA Wire Code No: 100000000. Upon exercise, the Holder Warrant holder shall not be required receive the number of Shares equal to physically surrender the Outstanding Amount being exercised divided by the applicable Exercise Price. Upon receipt of the aforesaid payment, the Company shall issue instructions to its transfer agent to issue such Shares to the Warrant holder within five (5) business days of the Company's receipt of such payment. Provided that the entire Outstanding Amount during any Exercise Period is exercised, and subject to the other restrictions contained in this Warrant to or in the Equity Line Agreement dated April 12, 2000 between the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which caseholder, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days timing and number of the date the final Notice Notices of Exercise is delivered by the Warrant holder to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records at the discretion of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contraryholder. The Company shall deliver any objection to may treat any Notice of Exercise within two (2) Business Days of receipt of such noticereceived by it by facsimile after 4:30 p.m. Eastern Standard Time to be received on the next business day. The Holder Any Outstanding Amount that is not exercised during the relevant Exercise Period shall not be carried forward and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason may not be exercised at a later date without the prior written approval of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.

Exercise of Warrants. Exercise At any time, the Collateral Manager may, subject to Section 10.2(d), direct the Trustee to apply Interest Proceeds or Principal Proceeds to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless (i) the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the purchase rights for Warrant Shares represented workout or restructuring and (y) any Equity Security received as a result will be sold prior to receipt by this Warrant may be madethe Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in whole or in partthe related Underlying Instruments, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such other office Equity Security as soon as practicable after such sale or agency disposition is permitted by applicable law and not prohibited by such contractual restriction and (ii) the Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Company as it may designate by notice in writing to the registered Holder at the address Xxxxxxx Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the Holder appearing on loan securitization exclusion under the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullXxxxxxx Rule, in which case, such Equity Security may be received by the Holder shall surrender this Warrant Issuer and the Collateral Manager will use commercially reasonable efforts to effect the Company for cancellation sale of such Equity Security within three (3) Trading Days years after receipt; provided, further that, with respect to any such exercise, the Issuer shall only apply Interest Proceeds in excess of the date amount of Interest Proceeds required (x) to pay interest due and payable on the final Notice Secured Notes on the next succeeding Payment Date and (y) to cure any Coverage Test failure continuing at such time; provided, further that, the aggregate amount of Exercise is delivered Principal Proceeds (excluding Contributions treated as Principal Proceeds) used to make payments under this Section 12.2(d) since the Company. Partial exercises of this Warrant resulting in purchases of a portion Closing Date shall not exceed 3.0% of the total number Target Initial Par Amount. For the avoidance of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder doubt, any sale or other disposition described in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two clause (2i) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time or (ii) above may be less than the amount stated on the face hereofto ORBDCC or otherwise.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant the Warrants may be made, in whole or in partpart in integral multiples of one whole Warrant, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by (1) surrender of this Warrant certificate to the Company (or such other office or agency of the Company in the City of New York as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) and (2) delivery to the Company (or such other office or agency of the Company in the City of New York as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto as Exhibit A hereto, and within three (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (23) Trading Days (defined below) of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)Company, the Company shall have received payment of the aggregate Exercise Price (defined below) of the Warrant Shares shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bankbank or, unless such exercise is made if available, pursuant to the cashless exercise procedure Cashless Exercise as specified in Section 2(c1(c) below (if available)below. On the Share Delivery Date set forth below, the Company shall issue a number of shares of Common Stock, for each Warrant exercised, equal to the Warrant Shares or as set forth in Section 1(c) below, as applicable. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares shares of Common Stock purchased upon exercise of Warrants and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two one (21) Business Days business day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrants. Exercise At any time, the Collateral Manager may, subject to Section 10.2(d), direct the Trustee to apply Interest Proceeds or Principal Proceeds to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless (i) the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the purchase rights for Warrant Shares represented workout or restructuring and (y) any Equity Security received as a result will be sold prior to receipt by this Warrant may be madethe Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in whole or in partthe related Underlying Instruments, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such other office Equity Security as soon as practicable after such sale or agency disposition is permitted by applicable law and not prohibited by such contractual restriction and (ii) the Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Company as it may designate by notice in writing to the registered Holder at the address Xxxxxxx Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the Holder appearing on loan securitization exclusion under the books of the Company) of a duly executed Notice of Exercise in the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullXxxxxxx Rule, in which case, such Equity Security may be received by the Holder shall surrender this Warrant Issuer and the Collateral Manager will use commercially reasonable efforts to effect the Company for cancellation sale of such Equity Security within three (3) Trading Days years after receipt; provided, further that, with respect to any such exercise, the Issuer shall only apply Interest Proceeds in excess of the date amount of Interest Proceeds required (x) to pay interest due and payable on the final Notice Secured Notes on the next succeeding Payment Date and (y) to cure any Coverage Test failure continuing at such time; provided, further that, the aggregate amount of Exercise is delivered Principal Proceeds (excluding Contributions treated as Principal Proceeds) used to make payments under this Section 12.2(d) since the Company. Partial exercises of this Warrant resulting in purchases of a portion Closing Date shall not exceed 3.0% of the total number Target Initial Par Amount. For the avoidance of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder doubt, any sale or other disposition described in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two clause (2i) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time or (ii) above may be less than the amount stated on the face hereofto ORCC or otherwise.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant The Warrants may be madeexercised, in whole or in part, at any time prior to December 31, ____ [END OF CONTRACT YEAR]; provided, however, that the exercisability of the Warrants shall be subject to the condition that the Agreement dated as of March 5, 1997 between SportsLine and the Holder (the "Principal Agreement"), as amended or times modified, shall be in effect, and no further Warrants shall be exercisable on or after the Initial Exercise Date expiration, nonrenewal or termination of said agreement. Subject to the foregoing, the Warrants shall be exercisable by presentation and on or before the Termination Date by delivery surrender of these Warrants to the Company at its principal office (which on the date hereof is 6340 N.W. 5th Way, Fort Lauderdale, Florida 33309), or such other office at the offixx xx xxx xxxxx xxxxxxxx xxxxx (xxxxx xx xxe date hereof is the Company), if any, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or agency of the Company as it may designate by notice in writing certified or official bank check or checks, payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed Notice the Exercise Price for the number of Exercise shares specified in such form. Upon receipt by the form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days Company of the date said Notice Warrants, together with the Exercise Price, at its office, or by the Company's stock transfer agent at its office, in proper form for exercise, the Holder shall be deemed to be the holder of Exercise is record of the Warrant Stock (and Other Securities) issuable upon such exercise, notwithstanding that the transfer books of the Company shall then be closed or that certificates representing such Warrant Stock (or Other Securities) shall not then be actually delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredHolder. The Company shall be entitled to conclusively assume the genuineness of pay any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, documentary stamp or electronic and the authenticity similar issue or transfer taxes payable in respect of the original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number issue or delivery of Warrant Shares available hereunder shall have the effect Stock (and Other Securities) upon exercise of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthese Warrants.

Exercise of Warrants. Exercise of the purchase rights for Warrant Shares represented by this Warrant These Warrants may be madeexercised, in whole or in part, at any time or times on or time, after the Initial Exercise Date first anniversary of the date of the closing (the "Closing") of the transactions contemplated by the Subscription Agreement dated March 15, 1996 between the Company and each of the purchasers listed on or before the Termination Date signature pages thereto, but prior to the fifth anniversary of the date of the Closing by delivery presentation and surrender of these Warrants to the Company at its principal office (which on the date hereof is 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000), with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or such other office by certified or agency of the Company as it may designate by notice in writing official bank check or checks, payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed Notice the Exercise Price for the number of Exercise shares specified in the form annexed hereto as Exhibit A (which may be delivered such form. If these Warrants are exercised in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day)part only, the Company shall have received payment shall, upon surrender of these Warrants for cancellation, execute and deliver new Warrants evidencing the rights of the aggregate Exercise Price Holder thereof to purchase the balance of the Warrant Shares thereby purchased Stock (and Other Securities) purchasable hereunder. Upon receipt by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a)of these Warrants, together with the legal capacity and competency of all natural persons signing any Notice of Exercise so deliveredPrice, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimileat its office, or electronic and by the authenticity of the original of such Notice of Exercise. Notwithstanding anything herein to the contraryCompany's stock transfer agent at its office, in proper form for exercise, the Holder shall not be required deemed to physically surrender this Warrant to be the Company until the Holder has purchased all holder of record of the Warrant Shares available hereunder Stock (and Other Securities) issuable upon such exercise, notwithstanding that 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 transfer books of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of then be closed or that certificates representing such Warrant Shares purchased and the date of such purchases, and the Company Stock (or Other Securities) shall not then be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.actually