Common use of Exercise Period and Vesting Clause in Contracts

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York time, on July 31, 2005 (the "Exercise Period"). This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in three separate tranches. Holder's right to purchase 42,500 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion of the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Second Tranche") shall vest on December 15, 2000; provided, however, that the Second Tranche shall not vest if, on or prior to December 12, 2000, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York Dallas, Texas time, on July 31December 7, 2005 (the "Exercise Period")2002. This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (The Warrants represented by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in three separate tranches. Holder's right to purchase 42,500 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion of the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Second Tranche") Certificate shall vest on December February 15, 2000; provided, however, that the Second Tranche shall not vest if, on or unless prior to December 12, 2000, such date the Company notifies the Holder terminates in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, dated as of even date herewithDecember 7, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith1999, by and between the Company and Stonegate Securities, Inc. due to Stonegate Securities, Inc.)'s failure to satisfactorily perform the services set forth in Section 1 of such letter agreement. Notwithstanding the above, upon the occurrence of a Change in Control of the Company, this Warrant shall automatically vest in full. For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(313(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; or (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.; or (d) members of the Board of Directors of the Company as of the date of this Warrant cease for any reason to constitute at least a majority of the Board of Directors of the Company

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York Dallas, Texas time, on July 31May 24, 2005 (the "Exercise Period")2003. This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (The Warrants represented by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant Certificate shall vest and become exercisable by the Holder Holder(s) in three two separate tranches. Holder's right Warrants to purchase 42,500 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion vest immediately upon execution of this Warrant by the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right Warrants to purchase an additional 21,250 42,500 shares of Common Stock hereunder (the "Second Tranche") shall vest at the Company's sole discretion on December 15September 30, 2000; provided, however, 2000 (the "Second Vesting Date"). It is understood that the Second Tranche Tranche, shall not vest ifimmediately upon the Second Vesting Date, on or prior to December 12, 2000, unless the Company notifies the Holder Holder(s) in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate contrary. Notice must be delivered pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, 12 below on or before thirty (30) days prior to March 12the Second Vesting Date to the following two entities: Stonegate Securities, 2001Inc., 500 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx, 00000; xxd Richxxx X. Xxxxxxx, Xxckxxx Xxxxxx X.X.P., 901 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx, 00000. Xxtwithstanding the Company notifies above, upon the Holder occurrence of a Change in writing (in accordance with Section 11 below) that Control of the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.)full. For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(313(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; or (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one 2 transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (d) members of the Board of Directors of the Company as of the date of this Warrant cease for any reason to constitute at least a majority of the Board of Directors of the Company (excluding any changes made to expand the Board of Directors of the Company or change existing directors for the purpose of complying with the new Nasdaq National Market Audit Committee rules).

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York time, on July 31, 2005 (the "Exercise Period"). This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in three separate tranches. Holder's right to purchase 42,500 15,000 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion of the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right to purchase an additional 21,250 7,500 shares of Common Stock hereunder (the "Second Tranche") shall vest on December 15, 2000; provided, however, that the Second Tranche shall not vest if, on or prior to December 12, 2000, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 7,500 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York Dallas, Texas time, on July 31May 23, 2005 (the "Exercise Period"). This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in three two separate tranches. Holder's right to purchase 42,500 ______ shares of Common Stock hereunder (the "First Tranche") shall vest, at vest on the discretion of the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder)Issuance Date. Holder's right to purchase an additional 21,250 _______ shares of Common Stock hereunder (the "Second Tranche") shall vest on December 15August 31, 2000; provided, however, that the Second Tranche shall not vest if, on or prior to December 12August 21, 2000, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(313(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

Exercise Period and Vesting. (a) The "Exercise Period" exercise period of this Warrant is the period beginning on the date of that this Warrant (the "Issuance Date") vests as provided below and ending at 5:00 p.m., New York Dallas, Texas time, on July 31April 26, 2005 2021 (the "“Exercise Period"”). This Warrant Holder may only purchase shares that have vested (“Vested Shares”), which Shares shall vest as follows: (i) 20% of the Shares are vested as of the date hereof; (ii) 20% of the Shares will terminate automatically vest and immediately become exercisable upon the expiration consummation by the Company of one or more Financing Transactions with gross proceeds of at least $5,000,000; it being agreed and understood that such gross proceeds will exclude capital invested or loaned to the Company by current investors, members of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock Board or management of the Company and/or their respective affiliates (collectively, “Inside Investors”), but not to the extent third- party investors do not participate in such Financing Transaction in order to accommodate participation by way of stock purchase, merger or consolidationthe Inside Investors; (iii) or all or substantially all 20% of the assets Shares will vest and become exercisable upon the consummation by the Company of a Strategic Transaction (other than an Acquisition of the Company, in each case in one transaction or Company and other than a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant distribution agreement); (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf iv) 20% of the Company). This Warrant Shares shall vest and become exercisable upon the Company’s execution of a material distribution agreement which constitutes a Strategic Transaction, which materiality threshold will be mutually agreeable to the Company and Service Provider; (v) 20% of the Shares shall vested and become exercisable upon the Company’s hiring of an executive officer or other key employee, which executive officer or key employee was identified by Service Provider or Service Provider played a meaningful role in such person’s hire as requested by the Holder Company in three separate tranches. Holder's right to purchase 42,500 shares writing, and only if, the Company and Service Provider mutually agree that such hire will materially enhance the Company; and (vi) all non-vested Shares will vest and become exercisable upon the consummation of Common Stock hereunder (the "First Tranche") shall vest, at the discretion an Acquisition of the Company. The parties acknowledge and agree that the Company may in its sole discretion refuse to enter into an agreement regarding the matters, on September 15, 2000 (which vesting may be accelerated at the sole option or enter into any transaction of the Companytype, upon written notice set forth above in this Section 2.1. Upon the expiration of the Term, all unvested Shares shall be deemed to Holder). Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Second Tranche") shall vest on December 15, 2000be canceled; provided, however, that the Second Tranche shall not vest iffor Items (ii), on or prior to December 12(iii), 2000(iv), (v) and (vi) above, the opportunity to vest the Shares shall continue for the Tail Period, but will only vest if the event occurs during the Tail Period with a person or entity contacted by Service Provider on behalf of the Company notifies during the Holder Term. For clarity purposes, (i) Service Provider will vest Shares each time the milestones set forth above are satisfied (which can be more than once, excluding the milestone in (ii) above, which may only vest once unless otherwise agreed to in writing by the Company) and (ii) in accordance no event will more than one hundred percent (100%) of the Shares vest in the aggregate. (b) During the Exercise Period, Holder may exercise, in whole or in part, and from time to time, the purchase rights evidenced by this Warrant to purchase Vested Shares. Such exercise shall be effected by: (a) the surrender of the Warrant, together with a duly executed copy of the form of Notice of Exercise, the form of which is attached hereto as Exhibit B (the “Notice of Exercise”), to the Chief Executive Officer of the Company at the address set forth in Section 11 7.11 below; and (ii) that the payment to the Company of an amount equal to the aggregate Exercise Price for the Shares being purchased (the “Aggregate Exercise Price”) as provided in subsection (c) below. (c) Payment of the Aggregate Exercise Price shall be made, at the option of Holder as expressed in the Exercise Notice, by the following methods: (i) by delivery to the Company of a wire transfer of immediately available funds to an account designated in writing by the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 amount of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or such Aggregate Exercise Price; (ii) the sale of at least five million dollars of Securities by instructing the Company to withhold and not issue to Holder a number of Vested Shares with an aggregate Fair Market Value as of the date of exercise of the Warrant for such Vested Shares (the “Exercise Date”) equal to such Aggregate Exercise Price; or (iii) a combination of the foregoing. In the event of any withholding of Shares pursuant to clause (ii) above, where the number of Shares whose value is equal to the Aggregate Exercise Price is not a Placement (as such terms are defined in whole number, the Placement Agency Agreement, number of even date herewith, Shares withheld by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "Change in Control" of the Company shall be deemed rounded up to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of nearest whole share and the Company representing more than fifty percent shall make a cash payment to Holder (50%) of the combined voting power of the then outstanding voting securities of the Company; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or delivery of a parent check) based on the incremental fraction of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition share being so withheld by the Company in an amount equal to the product of all or substantially all (x) such incremental fraction of a Share being so withheld multiplied by (y) the Fair Market Value of one Warrant Share as of the Company's assets Exercise Date. Any withheld Shares pursuant to clause (or, if ii) above shall be deemed to be cancelled and no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Companylonger issuable under this Warrant.

Exercise Period and Vesting. (a) This Warrant is fully-vested as of the date of this Warrant. The "Exercise Period" exercise period of this Warrant is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York Dallas, Texas time, on July 31September 30, 2005 2026 (the "“Exercise Period"”). This Warrant will terminate automatically and immediately upon the expiration Exercise of the purchase rights represented by this Warrant may be made at any time or times on or during the Exercise Period. Notwithstanding Period by delivery to the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock Company (or such other office or agency of the Company (as it may designate by way notice in writing to the registered Holder at the address of stock purchase, merger or consolidation) or all or substantially all of such Holder appearing on the assets books of the Company, ) of a duly executed facsimile copy of the Notice of Exercise in each case in one transaction or a series of related transactions, the form attached to this Warrant (the “Notice of Exercise”); provided, however, within three (3) Business Days after the date said Notice of Exercise is delivered to the Company, the Holder shall terminatehave surrendered this Warrant to the Company, unless and, if the Holder has not elected to make a cashless exercise as provided below, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. (b) In the event that Holder elects to make a cashless exercise as provided above, the Company shall issue to Holder the number of shares of Common Stock equal to the result obtained by (i) subtracting B from A; (ii) multiplying the difference by C; and (iii) dividing the product by A, as set forth in the following equation: X = (A—B) x C where: A X = the number of Shares issuable upon a cashless exercise of the Warrant pursuant to the provisions of this Section 1.1. A = the Fair Market Value (as defined below) of one share of Common Stock on the date of the Notice of Exercise. B = the Exercise Price for one Share under this Warrant. C = the number of Shares as to which this Warrant is being exercised. If the foregoing calculation results in a negative number, then no Shares shall be issued upon a cashless exercise. (c) For the purpose of the above calculations, the “Fair Market Value” per share of Common Stock shall be, (i) if the cashless exercise of the Warrant is in connection with a public offering of Common Stock, the public offering price (before deducting commission, discounts or expenses) at which the Common Stock is sold in such offering; (ii) if a public market for the Common Stock exists at the time of such exercise, the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or closing price quoted on the NASDAQ National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in The Wall Street Journal for the five (5) trading days prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion determination of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in three separate tranches. Holder's right to purchase 42,500 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion of the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Second Tranche") shall vest on December 15, 2000; provided, however, that the Second Tranche shall not vest if, on or prior to December 12, 2000, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Companyfair market value; or (iiiii) if there is no public market for the sale of at least five million dollars of Securities Common Stock, determined by the Company pursuant to a Placement (as such terms are defined Company’s Board of Directors in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Companygood faith.

Exercise Period and Vesting. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., New York Dallas, Texas time, on July 31May 24, 2005 (the "Exercise Period")2003. This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (The Warrants represented by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant Certificate shall vest and become exercisable by the Holder Holder(s) in three two separate tranches. Holder's right Warrants to purchase 42,500 15,000 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion vest immediately upon execution of this Warrant by the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right Warrants to purchase an additional 21,250 15,000 shares of Common Stock hereunder (the "Second Tranche") shall vest at the Company's sole discretion on December 15September 30, 2000; provided, however, 2000 (the "Second Vesting Date"). It is understood that the Second Tranche Tranche, shall not vest ifimmediately upon the Second Vesting Date, on or prior to December 12, 2000, unless the Company notifies the Holder Holder(s) in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate contrary. Notice must be delivered pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, 12 below on or before thirty (30) days prior to March 12the Second Vesting Date to the following two entities: Stonegate Securities, 2001Inc., 500 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx, 00000; xxd Richxxx X. Xxxxxxx, Xxckxxx Xxxxxx X.X.P., 901 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx, 00000. Xxtwithstanding the Company notifies above, upon the Holder occurrence of a Change in writing (in accordance with Section 11 below) that Control of the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.)full. For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(313(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; or (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.one

Exercise Period and Vesting. (a) Holder is only entitled to exercise the portion of this Warrant that has vested. The "Exercise Period" exercise period for any vested portion of this Warrant is the period beginning on the date of this Warrant (the "Issuance Date") that such portion has vested as provided below and ending at 5:00 p.m., New York Fort Worth, Texas time, on July December 31, 2005 2022, (the "“Exercise Period"”). This Warrant shall vest and become exercisable in three annual installments as follows: (i) one-third of the Shares, (rounded up to the nearest whole number) shall vest and become exercisable on December 31, 2018; (ii) an additional one-third of the Shares, (rounded up to the nearest whole number) shall vest and become exercisable on December 31, 2019; and (iii) the remaining Shares shall vest and become exercisable on December 31, 2020. Notwithstanding anything in this Warrant to the contrary: (i) this Warrant shall cease to vest at such time as Holder ceases to be an employee of the Company, (except if Holder is at least 64 years of age and retires from the Company in good standing), and all of the unvested portion of this Warrant as of the date that Holder ceases to be an employee of the Company (the “Employment Cessation Date”) shall be deemed to be canceled and forfeited; (ii) this Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued ; and outstanding capital stock of the Company (by way of stock purchase, merger or consolidationiii) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminateimmediately vest with respect to 100% of the Shares if, unless on or during the Exercise Period and prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in three separate tranches. Holder's right to purchase 42,500 shares of Common Stock hereunder (the "First Tranche") shall vest, at the discretion of the Company, on September 15, 2000 (which vesting may be accelerated at the sole option of the Company, upon written notice to Holder). Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Second Tranche") shall vest on December 15, 2000; provided, however, that the Second Tranche shall not vest if, on or prior to December 12, 2000Employment Cessation Date, the Company notifies the Holder consummates a transaction resulting in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company. (b) If this Warrant has vested during the Exercise Period, then at any time during the Exercise Period following such vesting, Holder may exercise the vested portion of this Warrant by: (a) the surrender of the Warrant, together with a duly executed copy of the form of Notice of Exercise attached hereto, to the Chief Executive Officer of the Company at the Company’s offices in Fort Worth, Texas; or and (ii) the sale of at least five million dollars of Securities by payment to the Company pursuant of an amount equal to a Placement the aggregate Exercise Price for the Shares being purchased. (as such terms are defined in c) For the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "“Change in Control" of the Company ” shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.mean:

Exercise Period and Vesting. The 2.1 EXERCISE PERIOD OF OPTION; VESTING AND ACCELERATION. This Option is immediately exercisable although the Shares issued upon exercise of the Option will be subject to the restrictions on transfer and Repurchase Options set forth in Sections 7, 8 and 9 below. Provided that ClickQuick, a sole proprietorship with offices at 000 Xxxx Xxxx Boulevard, Auburn Hills, MI ("Exercise Period" is ClickQuick") continues to provide banner advertising services as a consultant, independent contractor or service provider to the period beginning on Company, the date Shares issuable upon exercise of this Warrant Option will become vested with respect to five and fifty-five hundredths percent (5.55%) of the Shares on June 1, 2000 (the "Issuance DateFIRST VESTING DATE") and ending thereafter at 5:00 p.m., New York time, on July 31, 2005 the end of each full succeeding month after the First Vesting Date an additional five and fifty-five hundredths percent (the "Exercise Period"). This Warrant will terminate automatically and immediately upon the expiration 5.55%) of the Exercise Period. Notwithstanding Shares will become vested until the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock Shares are vested with respect to one hundred percent (100%) of the Company Shares; PROVIDED that in the event of a Change of Control of QuickClick then one hundred percent (by way of stock purchase, merger or consolidation100%) or all or substantially all of the assets Shares shall become immediately vested. If application of the Companyvesting percentage causes a fractional share to become vested, in each case in one transaction or a series of related transactions, this Warrant such share shall terminate, unless on or prior be rounded down to the date of nearest whole share for each month except for the last month in such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in three separate tranches. Holder's right to purchase 42,500 shares of Common Stock hereunder (the "First Tranche") shall vestvesting period, at the discretion end of which last month this Option shall become exercisable for the full remainder of the Company, on September 15, 2000 (which vesting Shares. Unvested Shares may not be accelerated at the sole option of sold or otherwise transferred by Participant without the Company, upon 's prior written notice to Holder)consent. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Second Tranche") shall vest on December 15, 2000; provided, however, that the Second Tranche shall not vest if, on or prior to December 12, 2000, the Company notifies the Holder Notwithstanding any provision in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided this Agreement to the Company by Stonegate pursuant to Section 1 of that certain letter agreementcontrary, of even date herewith, by and between the Company and Stonegate. Holder's right to purchase an additional 21,250 shares of Common Stock hereunder (the "Third Tranche") shall vest on March 15, 2001; provided, however, that the Third Tranche shall not vest if, on or prior to March 12, 2001, the Company notifies the Holder in writing (in accordance with Section 11 below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section l3(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" Options for Unvested Shares (as defined in Rule 13d-3 promulgated under the Exchange Act), directly Section 2.2 of this Agreement) will not be exercisable on or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation after ClickQuick's Termination Date. 2.2 VESTING OF OPTIONS. Shares that would result in the voting securities of the Company outstanding immediately prior are vested pursuant to the consummation thereof continuing schedule set forth in Section 2.1 are "VESTED SHARES." Shares that are not vested pursuant to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition schedule set forth in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the CompanySection 2.1 are "UNVESTED Shares."