Common use of Exercise Procedure Clause in Contracts

Exercise Procedure. (a) This Warrant may be exercised by delivering all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (awith the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) This to the Warrant may be exercised Agent (or, in the case of a Global Warrant Certificate, properly delivered by delivering all the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the following items Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the Company at its principal office date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Company shall receive all of Aggregate Exercise Price has been paid in accordance with Section 10 below (such items shall be referred to as later date, the "Exercise “Warrant Share Delivery Date"): ”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a completed Exercise AgreementCashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as described in Section 1.3the case may be, executed by is entitled pursuant to such exercise to the person Holder’s, Participant’s, or entity exercising all its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the PurchaserHolder or its designee, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by for the number of shares of Warrant Common Stock being purchased upon to which the Holder is entitled pursuant to such exercise. (b) The Company shall use its best efforts . Any Person so designated by the Holder to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of receive Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant Shares shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the holder of record holder of such Warrant Stock at such Shares as of the time on that the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant Holder shall be made without charge have delivered to the Registered Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder or delivers the Purchaser for any issuance tax with respect thereto or other cost incurred Aggregate Exercise Price by the Company in connection with such exercise and date that is one (1) Trading Day after the related issuance Date of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesExercise. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This Warrant may be exercised by delivering all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 54); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or cashier's check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten 10 business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten 10 business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This The Holder may exercise the right to subscribe and purchase the number of Warrant may be exercised Shares herein provided, by delivering all of the following items to the Company prior to the Expiry Time at its principal office set out in Section 26 hereof (the date on which or as at such other address the Company shall receive all of such items shall be referred to as may notify the "Exercise Date"): (iHolder in accordance with the terms hereof) a this Warrant Certificate, the Subscription Form attached hereto duly completed Exercise Agreement, as described in Section 1.3, and executed by the person Holder or entity exercising all its legal representative or part of the purchase rights represented attorney, duly appointed by this Warrant ("Purchaser"); (ii) if this Warrant is not registered an instrument in the name of the Purchaser, an Assignment or Assignments, writing in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable and manner satisfactory to the Company (acting reasonably), together with a certified cheque, bank draft payable to or to the order of the Company, or wire transfer in an amount equal to the product aggregate Exercise Price in respect of the Exercise Price multiplied by Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the number of shares of Warrant Stock being purchased upon Company at its office set out, and in the manner set forth in Section 26 hereof (or to such exerciseother address as the Company may notify the Holder in accordance with the terms hereof). (b) The Upon such delivery and payment as aforesaid, the Company shall use its best efforts as soon as possible cause to cause the transfer agent of its securities to issue and deliver be issued to the Purchaser certificates Holder hereof the Warrant Shares subscribed for shares of Warrant Stock issuable upon exercise of not exceeding those which such Holder is entitled to purchase pursuant to this Warrant within ten business days after Certificate and the Exercise Date, but Holder hereof shall become a shareholder of the Company in no event respect of the Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery and payment of a certificate evidencing the Warrant Shares and the Company shall cause such certificates to be issued mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and delivered later than 15 business days after the Exercise Datein any event within five (5) Business Days of such delivery and payment. (c) In the event that The Warrants evidenced by this Warrant shall be exercised for less than all of Certificate and the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or under state securities laws of any state in the United States. Accordingly, the Warrants evidenced hereby may not be transferred or exercised in the United States or by or on behalf of a U.S. Person or a person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the holder of this Warrant shall beCertificate has furnished an opinion of counsel of recognized standing or such other documentation in form and substance satisfactory to the Company (acting reasonably) to such effect, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesas applicable. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (awith the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) This to the Warrant may be exercised Agent (or, in the case of a Global Warrant Certificate, properly delivered by delivering all the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 13, and payment of the following items Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the Company at its principal office date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Company shall receive all of Aggregate Exercise Price has been paid in accordance with Section 9 below (such items shall be referred to as later date, the "Exercise “Warrant Share Delivery Date"): ”), (i) a completed Exercise Agreement, as described provided that the Company’s transfer agent (the “Transfer Agent”) is participating in Section 1.3, executed by the person or entity exercising all or part Depository’s Fast Automated Securities Transfer Program and an effective registration statement is available for the issuance of the purchase rights represented by this Warrant ("Purchaser"); Shares, or (ii) if this Warrant the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the PurchaserHolder or its designee, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by for the number of shares of Warrant Common Stock being purchased upon to which the Holder is entitled pursuant to such exercise. (b) The Company shall use its best efforts . Any Person so designated by the Holder to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of receive Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant Shares shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the holder of record holder of such Warrant Stock at such Shares as of the time on that the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant Holder shall be made without charge have delivered to the Registered Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder or delivers the Purchaser for any issuance tax with respect thereto or other cost incurred Aggregate Exercise Price by the Company in connection with such exercise and date that is one (1) Trading Day after the related issuance Date of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesExercise. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This Warrant may be exercised by delivering all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"):); (i) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal stock transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Exercise Price (adjusted as herein provided if applicable) for the number of Warrant ("Purchaser"); (ii) if this Warrant is not registered Shares in the name respect of which such Warrants are then exercised. Payment of the Purchaser, an Assignment aggregate Exercise Price must be made in cash or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer by certified or official bank check payable to the order of the Company in an amount equal to New York Clearing House Funds, or the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exerciseequivalent thereof. (b) The Company shall use its best efforts to cause A Warrant may be settled on a cashless basis (in lieu of payment of the transfer agent Exercise Price) in accordance with the following formula: N’= (N x (P - E)) / P where: N’ = the adjusted number of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock common stock issuable upon cashless exercise of each Warrant. N = the current number of shares of common stock issuable upon exercise of this Warrant within ten business days after each Warrant. E = the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business Price on the date of cashless exercise of the Warrants. P = the average reported last sales price of the common stock for the last 10 trading days after ending on the Exercise Datethird trading day prior to the date on which notice of cashless exercise is given. (c) In Subject to the event that this Warrant shall be exercised for less than all provisions of Section 7, upon surrender of Warrants and payment of the Warrant StockExercise Price or the settlement therefor on a cashless basis in accordance with Section 6.3(b) above, the Company shallshall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, within ten business days after a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Such certificate or certificates are to be deemed to have been issued and any person so designated to be named therein is to be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunderPrice. (d) The Warrants may be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Stock Shares issuable upon the on such exercise of this Warrant shall be deemed to have been issued at any time prior to the Purchaser at 5:00 p.m. (Chicago time) on date of expiration of the Exercise DateWarrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Purchaser Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be deemed so exercised under applicable law and shall have no liability for all purposes to have become the record holder of acting in reliance on such Warrant Stock at such time on the Exercise Dateassumption. (e) The issuance of certificates for shares of Warrant Stock Agent shall cancel all Warrant Certificates surrendered upon exercise of this Warrants and shall then dispose of such Warrant Certificates in its customary manner. The Warrant Agent shall be made without charge account promptly to the Registered Holder or the Purchaser for any issuance tax Company with respect thereto or other cost incurred to Warrants exercised and shall concurrently pay to the Company all monies received by the Company in connection with such exercise and Warrant Agent for the related issuance purchase of shares of the Warrant Stock; provided, however, that Shares through the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall besuch Warrants, upon payment of unless the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesexercise is settled on a cashless basis in accordance with Section 6.3(b) above. (f) Each party The Warrant Agent shall assist keep copies of this Agreement and cooperate any notices given or received hereunder available for inspection by the holders with each other party reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with respect to any required governmental filings or governmental approvals prior to, or in connection with, any such numbers of copies of this Agreement as the Warrant Agent may request. (g) Certificates evidencing Warrant Shares issued upon exercise of this Warranta Placement Warrant must bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN ESCROW AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE. THESE SHARES MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH THAT AGREEMENT.

Exercise Procedure. (a) This Warrant The Holder may be exercised exercise the right of purchase herein provided for by surrendering or delivering all of the following items to the Company Corporation prior to the Expiry Time at its principal office (this Warrant Certificate, with the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a Subscription Form duly completed Exercise Agreement, as described in Section 1.3, and executed by the person Holder or entity exercising all its legal representative or part attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, and: (a) a certified check, money order or wire transfer in readily available funds payable to or to the order of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered Corporation in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company U.S. dollars in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon Exercised Shares (such exercise.amount, the “Aggregate Exercise Price”); or (b) The Company shall use its best efforts in lieu of paying cash for the Aggregate Exercise Price, the Holder may elect to cause the transfer agent receive a number of its securities to issue and deliver Class B Common Shares equal to the Purchaser certificates for shares number of Warrant Stock issuable upon exercise Exercised Shares, minus that number of this Warrant within ten business days after Class B Common Shares having an aggregate Current Market Price equal to such Aggregate Exercise Price as of the Exercise Date, but . Any Warrants referred to in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant foregoing clauses shall be deemed to have been issued be surrendered only upon delivery of such Warrants, and, if applicable, a certified check, money order or wire transfer to the Purchaser Corporation at 5:00 p.m. (Chicago time) on its principal office in the Exercise Date, and the Purchaser manner provided in Section 26. The date of such surrender shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the “Exercise Date. (e) The issuance of certificates ” for shares of Warrant Stock upon exercise purposes of this Warrant shall be made without charge to Certificate. This Warrant Certificate is exchangeable, upon the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred surrender hereof by the Company Holder, for one or more new Warrant Certificates of like tenor representing, in connection with such exercise and the related issuance aggregate, the right to subscribe for the number of shares of Warrant StockClass B Common Shares which may be subscribed for hereunder; provided, howeverthat notwithstanding the foregoing, that after any election to exercise, the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance number of Class B Common Shares covered by this Warrant or any Warrant Stock. Each share Certificate shall be deemed automatically reduced by the number of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesExercised Shares. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (ia) a completed Exercise Agreement, as described in Section 1.31C below, executed by the person or entity Person exercising all or part any portion of the purchase rights represented by this Warrant (the "Purchaser"); (iib) this Warrant; and (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5); and7 hereof. (ii) Certificates evidencing the Warrant Shares purchased upon exercise of all or any portion of this Warrant shall be delivered by the Company to the Purchaser within five business days after the date of the Exercise Time. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock Shares at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of evidencing Warrant Stock Shares upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant StockShares. Each share of Warrant Stock Share issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable and free from all liens, restrictions, encumbrances, liens and chargescharges with respect to the issuance thereof. (fv) Each party The Company shall not close its books against the transfer of this Warrant or of any Warrant Share issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Warrant Shares obtainable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. (vi) The Company shall assist and cooperate with each other party with respect any Registered Holder or Purchaser required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection withwith any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company (whether by merger, sale of stock or otherwise), the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or the sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized capital stock the number of shares of its Convertible Preferred issuable upon the exercise of this Warrant solely for the purpose of issuance upon the exercise of this Warrant. The Company shall take all such actions as may be necessary to assure that all such Warrant Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Warrant Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of its Convertible Preferred to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of this Warrant.

Exercise Procedure. At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (awith the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) This to the Warrant may be exercised Agent (or, in the case of a Global Warrant Certificate, properly delivered by delivering all the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and payment of the following items Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the Company at its principal office date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Company shall receive all of Aggregate Exercise Price has been paid in accordance with Section 10 below (such items shall be referred to as later date, the "Exercise “Warrant Share Delivery Date"): ”), (i) a completed Exercise Agreement, as described provided that the Company’s transfer agent (the “Transfer Agent”) is participating in Section 1.3, executed by the person or entity exercising all or part Depository’s Fast Automated Securities Transfer Program and an effective registration statement is available for the issuance of the purchase rights represented by this Warrant ("Purchaser"); Shares, or (ii) if this Warrant the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the PurchaserHolder or its designee, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by for the number of shares of Warrant Common Stock being purchased upon to which the Holder is entitled pursuant to such exercise. (b) The Company shall use its best efforts . Any Person so designated by the Holder to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of receive Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant Shares shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the holder of record holder of such Warrant Stock at such Shares as of the time on that the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant Holder shall be made without charge have delivered to the Registered Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder or delivers the Purchaser for any issuance tax with respect thereto or other cost incurred Aggregate Exercise Price by the Company in connection with such exercise and date that is one (1) Trading Day after the related issuance Date of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesExercise. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal stock transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares in respect of which such items Warrants are then exercised. Payment of the aggregate Exercise Price shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described made in Section 1.3, executed cash or by the person certified or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or official bank check payable to the order of the Company in an amount equal New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the product provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price multiplied by Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of shares of full Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser be named therein shall be deemed for all purposes to have become the a holder of record holder of such Warrant Stock at Shares as of the date of the surrender of such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise Warrants and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price. The Warrants shall be exercisable, or utilization at the election of the Cashless Exercise Optionholders thereof, duly authorizedeither in full or from time to time in part and, validly in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, fully paid and nonassessable the Warrant Agent is hereby irrevocably authorized to countersign and free from all liens, restrictions, encumbrancesto deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and charges. (f) Each party the Company, whenever required by the Warrant Agent, shall assist supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and cooperate with each other party shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to any required governmental filings or governmental approvals prior to, or in connection with, any Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this WarrantAgreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when all of the following items have been delivered to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (ia) a completed Exercise Agreement, as described in Section 1.31C below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); (iib) this Warrant; (c) if this Warrant the Purchaser is not registered in the name of the PurchaserRegistered Holder, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5)Purchaser; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (x) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price (as such term is defined in Section 2) multiplied by the number of shares of Warrant Stock Shares being purchased upon such exerciseexercise (the "Aggregate Exercise Price"), (y) the surrender to the Company of securities of the Company having a value equal to the Aggregate Exercise Price of the Warrant Shares being purchased upon such exercise (which value in the case of debt securities shall be the principal amount thereof and in the case of shares of Common Stock shall be the Fair Market Value thereof), or (z) the delivery of a notice to the Company that the Purchaser is exercising the Warrant by authorizing the Company to reduce the number of Warrant Shares subject to the Warrant by the number of shares having an aggregate Fair Market Value equal to the Aggregate Exercise Price. (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Stock issuable Shares purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business five days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime together with any cash payable in lieu of a fraction of a share pursuant to Section 13 hereof. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Stock Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder Registered Holder of such Warrant Stock Shares at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Stock Shares upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with taxes in respect thereto thereof or other cost costs incurred by the Company in connection with such exercise and the related issuance of shares of Warrant StockShares; provided, however, that the Company shall not be required to pay any income tax to or taxes which the Registered Holder or the Purchaser may be subject payable in connection with respect of any transfer involved in the issuance of this any Warrants or any certificates representing Warrant Shares in a name other than that of a Registered Holder, and the Company shall not be required to issue or deliver such Warrant or any certificate for Warrant StockShares unless and until the Person requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid. Each share of Warrant Stock Share issuable upon exercise of this Warrant shall beshall, upon payment of the Exercise Price therefor, be fully paid and nonassessable and free from all liens and charges with respect to the issuance thereof. (v) The Company shall not close its books against the transfer of this Warrant or of any Warrant Shares issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Warrant Shares acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. In the event that the Company fails to comply with its obligations set forth in the foregoing sentence, the Purchaser may (but shall not be obligated to) purchase Warrant Shares hereunder at par value, and the Company shall be obligated to reimburse the Purchaser for the aggregate amount of consideration paid in connection with such exercise in excess of the Exercise Price then in effect. (vi) The Company shall assist and cooperate with any reasonable request by the Registered Holder or any Purchaser which is required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant. (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock or otherwise), such exercise may at the election of the Registered Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Stock solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant. All Warrant Shares which are so issuable shall, when issued and upon the payment of the applicable Exercise Price, or utilization of the Cashless Exercise Option, be duly authorized, and validly issued, fully paid and nonassessable and free from all lienstaxes, restrictions, encumbrances, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares may be so issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company will use its best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of such exercise. (fix) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any If the Warrant Shares issuable by reason of exercise of this Warrant are convertible into or exchangeable for any other stock or securities of the Company, the Company shall, at the Purchaser's option and upon surrender of this Warrant by such Purchaser as provided above together with any notice, statement or payment required to effect such conversion or exchange of Warrant Shares, deliver to such Purchaser (or as otherwise specified by such Purchaser) a certificate or certificates representing the stock or securities into which the Warrant Shares issuable by reason of such conversion are convertible or exchangeable, registered in such name or names and in such denomination or denominations as such Purchaser has specified. (x) The Company shall not, and shall not permit its subsidiaries to, directly or indirectly, by any action (including, without limitation, reincorporation in a jurisdiction other than Delaware, amending its Certificate of Incorporation or through any Organic Change, issuance or sale of securities or any other voluntary action) avoid or seek to avoid the observance or performance of any of terms of this Warrant or impair or diminish its value (except for any action which ratably affects all Warrant Shares and shares of Common Stock), but shall at all times in good faith assist in the carrying out of all such terms of this Warrant. Without limiting the generality of the foregoing, the Company shall (a) obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant and (b) not undertake any reverse stock split, combination, reorganization or other reclassification of its capital stock which would have the effect of making this Warrant exercisable for less than one share of Common Stock for each Registered Holder.

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal stock transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of the Exercise Price (adjusted as herein provided if applicable) or on a cashless basis pursuant to Section 6(d), if applicable, for the number of Warrant Shares in respect of which such items Warrants are then exercised. Payment of the aggregate Exercise Price (unless on a cashless basis pursuant to Section 6(d)) shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed made by the person certified or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or official bank check payable to the order of the Company in an amount equal New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the product provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price multiplied by or on a cashless basis pursuant to Section 6(d), if applicable, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of shares of full Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser be named therein shall be deemed for all purposes to have become the a holder of record holder of such Warrant Stock at Shares as of the date of the surrender of such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise Warrants and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise PricePrice or on a cashless basis pursuant to Section 6(d), or utilization if applicable. The Warrants shall be exercisable, at the election of the Cashless Exercise Optionholders thereof, duly authorizedeither in full or from time to time in part and, validly in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, fully paid and nonassessable the Warrant Agent is hereby irrevocably authorized to countersign and free from all liens, restrictions, encumbrancesto deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and charges. (f) Each party the Company, whenever required by the Warrant Agent, shall assist supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and cooperate with each other party shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to any required governmental filings or governmental approvals prior to, or in connection with, any Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this WarrantAgreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (ia) a completed Exercise Agreement, as described in Section 1.3paragraph 1C below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5)7 hereof; and (iiid) Unless in the Cashless Exercise Option provided under Section 1.6 below is utilizedsole and exclusive discretion of the Registered Holder, either (1) a wire transfer or check payable in lawful money of the United States to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares Common Shares being purchased (in the case of Warrant Stock a partial exercise such purchase must be for at least 25,000 Common Shares (as such number of Common Shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) (the "Threshold Amount") or, if lower than the Threshold Amount, the number of Common Shares obtainable upon exercise of this Warrant) upon such exercise (the "Aggregate Exercise Price"), (2) the surrender to the Company of Notes issued by Prime Group Realty, L.P. ("PGLP") having an aggregate outstanding principal amount plus accrued and unpaid interest ("Redemption Price") equal to the Aggregate Exercise Price of the Common Shares being purchased upon such exercise, (3) a written notice to the Company that the Purchaser is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of Common Shares issuable upon such exercise of the Warrant which when multiplied by the Market Price of the Common Shares ("Cashless Exercise Price") is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant), or (4) any combination of cash, Notes or cashless exercise as described in clauses (1), (2) and (3) above, provided, that the sum of the cash payment, the Redemption Price and the Cashless Exercise Price is equal to the Aggregate Exercise Price. (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Stock issuable Common Shares purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business days three Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such three-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Stock Common Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock Common Shares at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Stock Common Shares upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance documentary stamp tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject Common Shares except as provided in connection with the issuance of this Warrant or any Warrant StockSection 10. Each share of Warrant Stock Common Share issuable upon exercise of this Warrant shall beshall, upon payment of the Exercise PricePrice therefor, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable and free from all liens, restrictions, encumbrances, liens and chargescharges with respect to the issuance thereof (except for any liens or charges attributable to the Registered Holder or the Purchaser). (fv) Each party The Company shall not close its books against the transfer of this Warrant or of any Common Share issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Common Shares acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. (vi) The Company shall assist and cooperate with each other party with respect any Registered Holder or Purchaser (at the sole expense of such Registered Holder or Purchaser except as otherwise provided in the Registration Agreement or the Purchase Agreement) required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection with, with any exercise of this WarrantWarrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of issuance upon the exercise of the Warrants, such number of Common Shares issuable upon the exercise of all outstanding Warrants. The Company shall take all such actions as may be necessary to assure that all such Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

Exercise Procedure. (ai) This The purchase rights represented by this Warrant may with respect to any Warrant Units shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"Time”): (ia) a completed Exercise Agreement, as described in Section 1.3paragraph 1D below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (iib) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5)6 hereof; and (iiic) Unless payment of the Cashless Exercise Option provided under Section 1.6 below is utilizedPrice, a at the option of the Registered Holder, (w) by wire transfer or of funds to an account in a bank located in the United States designated by the Company for such purpose, (x) by check payable to the Company in an amount equal to the product Company, (y) by application of the Exercise Price multiplied any Warrants and/or Warrant Units, as provided below, or (z) by the number any combination of shares of Warrant Stock being purchased upon such exercisemethods. (bii) The Company shall use its best efforts to cause If the transfer agent of its securities to issue and deliver to the Purchaser Class A Units are in certificate form, certificates for shares of Warrant Stock issuable Units purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business days 5 Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or terminated or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within 5 Business Days, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (ciii) In the event that this Any Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Units issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock Units at such time on the Exercise DateTime. (eiv) The Except as otherwise set forth in Section 6, the issuance of certificates for shares of any Warrant Stock Units upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of such Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant StockUnits. Each share of Warrant Stock Unit issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, be duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrancesliens and charges with respect to the issuance thereof, and chargesthere shall be no binding obligations under the Operating Agreement or otherwise to make further capital contributions in respect thereof. (fv) Each party The Company shall not close its books against the transfer of this Warrant or of any Warrant Unit issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. (vi) The Company shall reasonably assist and cooperate with each other party with respect the Registered Holder or Purchaser required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection withwith any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of the Registered Holder, be conditioned upon the consummation of the public offering or the sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall take all actions as may be necessary to assure that all Warrant Units issuable upon exercise of this Warrant may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such Warrant Units may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). (ix) The Company shall at all times reserve and keep available out of its authorized but unissued units such number of Warrant Units solely for the purpose of issuance upon any exercise of this Warrant.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"Time”): (ia) a completed Exercise Agreement, as described in Section 1.3paragraph 1C, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied and the Purchaser shall comply with the provisions of Section 5)7 regarding transfer of this Warrant, including providing all requirements documentation in connection therewith; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a check or wire transfer or check of immediately available funds payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exerciseexercise (the “Aggregate Exercise Price”). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver As an alternative to the Purchaser certificates exercise of this Warrant as provided in paragraph 1B(i), the holder of this Warrant may exchange all or part of the purchase rights represented by this Warrant by surrendering this Warrant to the Company, together with a written notice to the Company that the holder is exchanging the Warrant (or a portion thereof) for an aggregate number of shares of Warrant Stock specified in the notice, from which the Company shall withhold and not issue to the holder a number of shares of Warrant Stock with an aggregate Market Price equal to the Aggregate Exercise Price of the number of shares of Warrant Stock specified in such notice (and such withheld shares shall no longer be issuable under this Warrant). The exercise of the option described in this paragraph 1B(ii) is referred to as a “Cashless Exercise.” (iii) At the time of the exercise of this Warrant, unless the Warrant is being exercised as a Cashless Exercise, the Registered Holder exercising this Warrant shall represent and warrant that it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, and make the other representations and warranties set forth in the Exercise Agreement set forth in Exhibit I hereto. (iv) Any book-entry position or certificate, as applicable, representing shares of Warrant Stock purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten five business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (dv) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise DateTime. (evi) The entry of any book-entry position or the issuance of certificates for certificates, as applicable, representing shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay Stock (other than any income transfer tax to which the Registered Holder or the Purchaser may be subject similar governmental charge payable in connection with the issuance of this Warrant or any Warrant Stocktherewith as contemplated by paragraph 7A). Each share of Warrant Stock issuable upon exercise of this Warrant shall beshall, upon payment of the Exercise PricePrice therefor, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable and free from all liens, restrictions, encumbrances, liens and chargescharges with respect to the issuance thereof. (fvii) Each party The Company shall assist and not close its books against the transfer of this Warrant or of any share of Warrant Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Warrant Stock acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. (viii) The Company shall reasonably cooperate with each other party with respect any Registered Holder or Purchaser required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection with, with any exercise of this WarrantWarrant (including, without limitation, making any filings required to be made by the Company). (ix) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the registered public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (x) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Warrant Stock solely for the purpose of issuance upon the exercise of all Warrants outstanding under this Series of Warrants, such number of shares of Warrant Stock issuable upon the exercise of all outstanding Warrants. The Company shall not take any action which would cause the number of authorized but unissued shares of Warrant Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of all Warrants outstanding under this Series of Warrants.

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal stock transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares in respect of which such items Warrants are then exercised. Subject to any Sponsor or Permitted Transferee's election to exercise its Sponsors' Warrants on a cashless basis as set forth in Section 6(d), payment of the aggregate Exercise Price shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described made in Section 1.3, executed cash or by the person certified or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or official bank check payable to the order of the Company in an amount equal New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the product provisions of Sections 6(e) and 7 hereof, upon such surrender of Warrants and payment of the Exercise Price multiplied by Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of shares of full Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser be named therein shall be deemed for all purposes to have become the a holder of record holder of such Warrant Stock at Shares as of the date of the surrender of such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise Warrants and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price. The Warrants shall be exercisable, or utilization at the election of the Cashless Exercise Optionholders thereof, duly authorizedeither in full or from time to time in part and, validly in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, fully paid and nonassessable the Warrant Agent is hereby irrevocably authorized to countersign and free from all liens, restrictions, encumbrancesto deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and charges. (f) Each party the Company, whenever required by the Warrant Agent, shall assist supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and cooperate with each other party shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to any required governmental filings or governmental approvals prior to, or in connection with, any Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this WarrantAgreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsors' Warrants shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. (a) This Warrant may will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): ): (i) a completed Exercise Agreement, as described in Section 1.3below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); ; (ii) this Warrant; (iii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached hereto as set forth in Exhibit III hereto, evidencing the assignment of this Warrant to the Purchaser Purchaser; and (in which case the Registered Holder will be deemed to have complied with Section 5); and (iiiiv) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the then applicable Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise, or notice pursuant to Section 11.4 below in the event of a Cashless Exercise (as defined in Section 11.4 below). (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Stock issuable purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten business 10 days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, but the Company will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised. The Company will, within such 10-day period, deliver such new Warrant to the Person designated for delivery in no event shall such certificates be issued and delivered later than 15 business days after the Exercise DateAgreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (ed) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that . (e) The Company will not close its books for the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance transfer of this Warrant or of any Warrant Stock. Each share of Warrant Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company will from time to time take all such action as may be necessary to assure that the par value per share of the unissued Warrant Stock acquirable upon exercise of this Warrant shall be, upon payment of is at all times equal to or less than the then applicable Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This Warrant may will be deemed to have been exercised by delivering when the Company has received all of the following items or such later time as may be specified by the Registered Holder in the Exercise Agreement but in no event after the Expiration Date (the “Exercise Time”): 1 Date of any subsequent Term Loan made by Lenders pursuant to Section 2.2.2 of the Credit Agreement (the “Subsequent Closing Date”). 2 The Subsequent Term Loan Warrant shall be for a number of shares equal to the Company at its principal office (7.5% of the date on which amount of any subsequent Term Loan, divided by the Company shall receive all of such items Exercise Price. 3 The Exercise Price shall be referred equal to as 1.2 times the "Exercise lower of (a) the average closing price of the previous 20 trading days before the Subsequent Closing Date"):, or (b) the closing price on the last trading day prior to the Subsequent Closing Date. (ia) a completed Exercise Agreement, as described in Section 1.31B hereof, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, (an “Assignment”) properly executed evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case compliance with the Registered Holder will be deemed to have complied with provisions set forth in Section 5)5 hereof; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable payment to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock Exercise Shares being purchased upon such exercise. exercise (bthe “Aggregate Exercise Price”) The Company shall use its best efforts to cause in the transfer agent of its securities to issue and deliver form of, at the Registered Holder’s option, (1) a check payable to the Purchaser certificates for shares Company or (2) a wire transfer of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver funds to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred an account designated by the Company in connection with such exercise and the related issuance of shares of Warrant StockCompany; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder may exercise this Warrant in whole or in part by the Purchaser may be subject in connection with the issuance surrender of this Warrant or any Warrant Stock. Each share to the Company, with a duly executed Exercise Agreement marked to reflect “Net Issue Exercise” and specifying the number of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrancesShares to be purchased, and charges. upon such Net Issue Exercise, the Registered Holder shall be entitled to receive that number of Exercise Shares determined in accordance with the following equation: X = (fA - B) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.x C where

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal stock transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares in respect of which such items Warrants are then exercised. Payment of the aggregate Exercise Price shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described made in Section 1.3, executed cash or by the person certified or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or official bank check payable to the order of the Company in an amount equal New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the product provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price multiplied by Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of shares of full Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser be named therein shall be deemed for all purposes to have become the a holder of record holder of such Warrant Stock at Shares as of the date of the surrender of such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise Warrants and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price. The Warrants shall be exercisable, or utilization at the election of the Cashless Exercise Optionholders thereof, duly authorizedeither in full or from time to time in part and, validly in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, fully paid and nonassessable the Warrant Agent is hereby irrevocably authorized to countersign and free from all liens, restrictions, encumbrancesto deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and charges. (f) Each party the Company, whenever required by the Warrant Agent, shall assist supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and cooperate with each other party shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to any required governmental filings or governmental approvals prior to, or in connection with, any Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this WarrantAgreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Private Warrant shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"Time”): (ia) a completed Exercise Agreement, as described in the form set forth in Section 1.31C below, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant Warrant, or part thereof, to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5)7 hereof; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the “Aggregate Exercise Price”), (2) the surrender to the Company of debt or equity securities of the Company having a Market Price (as defined below) equal to the Aggregate Exercise Price of the Common Stock being purchased upon such exercise (provided that for purposes of this subparagraph, the Market Price of any note or other debt security or any preferred stock shall be deemed to be equal to the aggregate outstanding principal amount or liquidation value thereof plus all accrued and unpaid interest thereon or accrued or declared and unpaid dividends thereon) or (3) a written notice to the Company that the Purchaser is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Market Price of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). The “Market Price” shall be the average of the closing bid and asked share prices quoted for the Company’s Common Stock on the National Association of Securities Dealers, Inc. Over-the-Counter Bulletin Board or, if the Company’s Common Stock is then traded on The Nasdaq Stock Market or an exchange, the average of the high and low share prices of the Company’s Common Stock reported on The Nasdaq Stock Market or such exchange. (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten five business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five-day period, deliver such new Warrant to the person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Common Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall beshall, upon payment of the Exercise PricePrice therefor, be fully paid and nonassessable and free from all liens and charges with respect to the issuance thereof. (v) The Company shall not close its books against the transfer of this Warrant or utilization of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. (vi) The Company shall assist and cooperate with any Registered Holder or Purchaser required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Cashless Exercise OptionCompany, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrant, such number of shares of Common Stock issuable upon the exercise of the Warrant. All shares of Common Stock which are so issuable shall, when issued, be duly authorized, and validly issued, fully paid and nonassessable and free from all lienstaxes, restrictions, encumbrances, liens and charges. (f) Each party . The Company shall assist and cooperate with each other party with respect take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any required governmental filings applicable law or governmental approvals prior to, regulation or in connection with, any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of this Warrantthe Warrants.

Exercise Procedure. (a) a. This Warrant may Option will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) i. a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I1 hereto, evidencing executed by the assignment of this Warrant to Holder (the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5"Purchaser"); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, ii. a wire transfer cashier's or official bank check or other immediately available funds payable to the Company in an amount equal to the sum of the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause b. Certificates for the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant Option will be delivered by the Company to the Purchaser within ten five (5) business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that . Unless this Warrant shall be exercised for less than Option has expired or all of the Warrant Stockpurchase rights represented hereby have been exercised, the Company shallwill prepare a new Option representing the rights formerly represented by this Option that have not expired or been exercised. The Company will, within ten business days after the Exercise Datesuch five (5) day period, execute and deliver such new Option to the Purchaser a replacement Warrant of like tenor for Holder at the balance of the Warrant Stock that may be purchased hereunderaddress set forth in this Option. (d) c. The Warrant shares of Common Stock issuable upon the exercise of this Warrant shall Option will be deemed to have been issued transferred to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise Date. (e) d. The issuance of certificates for shares of Warrant Common Stock upon the exercise of this Warrant shall Option will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the related issuance of shares of Warrant Stockshares; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser that may be subject payable in connection with respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant Option, and that the Company shall not be required to issue or deliver any Warrant Stock. Each share such certificate or instrument unless and until the person or persons requiring the issue thereof shall have paid to the Company the amount of Warrant such tax or shall have established to the satisfaction of the Company that such tax has been paid. e. Unless the Company shall have registered the shares of Common Stock underlying this Option pursuant to the provisions of Section 6 hereof, the shares of Common Stock issuable upon the exercise of this Warrant shall beOption have not been registered under the Securities Act of 1933, upon payment as amended (the "Act") and, accordingly, will be "restricted securities" as that term is defined in the Act. The Company may insert the following or similar legend on the face of the Exercise Pricecertificates evidencing shares of Common Stock if required in compliance with state securities laws: "These securities have not been registered under any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under any applicable state securities laws, or utilization an opinion of counsel satisfactory to counsel to the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free Company that an exemption from all liens, restrictions, encumbrances, and chargesregistration under any applicable state securities laws is available. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant."

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal stock transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares in respect of which such items Warrants are then exercised. Payment of the aggregate Exercise Price shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described made in Section 1.3, executed cash or by the person certified or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or official bank check payable to the order of the Company in an amount equal New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the product provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price multiplied by Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of shares of full Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser be named therein shall be deemed for all purposes to have become the a holder of record holder of such Warrant Stock at Shares as of the date of the surrender of such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise Warrants and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price. The Warrants shall be exercisable, or utilization at the election of the Cashless Exercise Optionholders thereof, duly authorizedeither in full or from time to time in part and, validly in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, fully paid and nonassessable the Warrant Agent is hereby irrevocably authorized to countersign and free from all liens, restrictions, encumbrancesto deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and charges. (f) Each party the Company, whenever required by the Warrant Agent, shall assist supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and cooperate with each other party shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to any required governmental filings or governmental approvals prior to, or in connection with, any Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this WarrantAgreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsors’ Warrants shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateEXERCISE TIME"): (iA) a completed Exercise Agreement, as described defined in Section 1.31(c), executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "PurchaserPURCHASER"); (iiB) this Warrant; (C) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached hereto as set forth in Exhibit I, I evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5)6; and (iiiD) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the "AGGREGATE EXERCISE PRICE"), or (2) a written notice to the Company that the Purchaser is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant that when multiplied by the Current Market Price of the Common Stock is equal to the Aggregate Exercise Price (which withheld shares shall no longer be issuable under this Warrant). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business days five Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date on which the Exercise DateTime occurs. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the purchase rights formerly represented by this Warrant that have not expired or been exercised and shall within such five-Business Day period deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on as of the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Common Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof if issued to the Registered Holder or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise PricePrice therefor, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable and free from all liens, restrictions, encumbrances, liens and chargescharges with respect to the issuance thereof. (fv) Each party The Company shall assist not close its books against the transfer of this Warrant or of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner that interferes with the timely and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any proper exercise of this Warrant. (vi) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (vii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the exercise of the Series 2 Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding Series 2 Warrants. The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any law or governmental regulation applicable to the Company or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance that shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Series 2 Warrants.

Exercise Procedure. (a) 1. This Warrant may will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) 2. a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of Holder (the purchase rights represented by this Warrant ("Purchaser");; and (ii) if this 3. In lieu of exercising the Warrant is not registered by paying the exercise price in cash, the name Warrant ma be exercised in whole at any time or in part from time to time prior to the expiration date of the PurchaserWarrant, an Assignment or Assignments, in by the form attached hereto as Exhibit I, evidencing Holder by surrendering the assignment of this Warrant to the Purchaser (Company, without payment of any other consideration, together with a duly executed notice of exercise in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable form satisfactory to the Company. The number of common shares to be issued by the Company in an amount equal to shall be calculated using the product of the Exercise Price multiplied by following formula: X = Y(A-B) ------ A Where X = the number of common shares to be issued to the Holder Y = the number of common shares purchasable under the warrant or, if the Warrant is being exercised in part, under the portion of the Warrant being exercised (at the date of surrender of the Warrant and the notice of exercise) A = the Market Price (at the date of surrender and the notice of exercise) B = the per share Warrant exercise price (as adjusted to the date of surrender of the Warrant and the notice of exercise) 4. Certificates for the shares of Warrant Common Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten (10) business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that . Unless this Warrant shall be exercised for less than has expired or all of the Warrant Stockpurchase rights represented hereby have been exercised, the Company shallwill prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Company will, within such ten business days after the Exercise Date(10) day period, execute and deliver such new Warrant to the Purchaser a replacement Warrant of like tenor for Holder at the balance of the Warrant Stock that may be purchased hereunderaddress set forth in this Warrant. (d) 5. The Warrant shares of Common Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued transferred to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise Date. (e) 6. The issuance of certificates for shares of Warrant Common Stock upon the exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the related issuance of shares of Warrant Stockshares; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser that may be subject payable in connection with respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant Warrant, and that the Company shall not be required to issue or deliver any Warrant Stocksuch certificate or instrument unless and until the person or persons requiring the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 7. Each share Unless the Company shall have registered the shares of Warrant Common Stock underlying this Warrant, the shares of Common Stock issuable upon the exercise of this Warrant shall be, upon payment will be "restricted securities" as that term is defined in the Securities Act of 1933. The Company may insert the following or similar legend on the face of the Exercise Pricecertificates evidencing shares of Common Stock if required in compliance with state securities laws: 8. These securities have not been registered under any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under any applicable state securities laws, or utilization an opinion of counsel satisfactory to counsel to the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free Company that an exemption from all liens, restrictions, encumbrances, and chargesregistration under any applicable state securities laws is available. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant."

Exercise Procedure. (a) This Warrant may will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): ): (i) a completed Exercise Agreement, as described in Section 1.3below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); ; (ii) this Warrant; (iii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached hereto as set forth in Exhibit III hereto, evidencing the assignment of this Warrant to the Purchaser Purchaser; and (in which case the Registered Holder will be deemed to have complied with Section 5); and (iiiiv) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the then applicable Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise, or notice pursuant to Section 11.4 below in the event of a Cashless Exercise (as defined in Section 11.4 below). (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Stock issuable purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten business (10) days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, but the Company will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised. The Company will, within such ten-day period, deliver such new Warrant to the Person designated for delivery in no event shall such certificates be issued and delivered later than 15 business days after the Exercise DateAgreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (ed) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that . (e) The Company will not close its books for the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance transfer of this Warrant or of any Warrant Stock. Each share of Warrant Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company will from time to time take all such action as may be necessary to assure that the par value per share of the unissued Warrant Stock acquirable upon exercise of this Warrant shall be, upon payment of is at all times equal to or less than the then applicable Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal stock transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares in respect of which such items Warrants are then exercised. Payment of the aggregate Exercise Price shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described made in Section 1.3, executed cash or by the person certified or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or official bank check payable to the order of the Company in an amount equal New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the product provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price multiplied by Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of shares of full Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser be named therein shall be deemed for all purposes to have become the a holder of record holder of such Warrant Stock at Shares as of the date of the surrender of such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise Warrants and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price. The Warrants shall be exercisable, or utilization at the election of the Cashless Exercise Optionholders thereof, duly authorizedeither in full or from time to time in part and, validly in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, fully paid and nonassessable the Warrant Agent is hereby irrevocably authorized to countersign and free from all liens, restrictions, encumbrancesto deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and charges. (f) Each party the Company, whenever required by the Warrant Agent, shall assist supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and cooperate with each other party shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to any required governmental filings or governmental approvals prior to, or in connection with, any Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this WarrantAgreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Founder’s Warrant shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateEXERCISE TIME"): (ia) a completed Exercise Agreement, as described in Section 1.3SECTION 1C below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in EXHIBIT II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with Section 5)the provisions set forth in SECTION 10 hereof; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company either (1) immediately available funds in an amount equal to the product of THE PRODUCT OF the Exercise Price multiplied by Price, MULTIPLIED BY the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the "AGGREGATE EXERCISE PRICE"), (2) the surrender to the Company of debt or equity securities of the Company having a Market Price equal to the Aggregate Exercise Price of the Common Stock being purchased upon such exercise (provided that for purposes of this subparagraph, the Market Price of any note or other debt security or any preferred stock of the Company shall be deemed to be equal to the aggregate outstanding principal amount or liquidation value thereof plus all accrued and unpaid interest thereon or accrued or declared and unpaid dividends thereon) or (3) a written notice to the Company that the Purchaser is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Market Price of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten fifteen (15) business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Common Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall beshall, upon payment of the Exercise PricePrice therefor, be fully paid and nonassessable and free from all liens and charges with respect to the issuance thereof. (v) The Company shall not close its books against the transfer of this Warrant or utilization of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. (vi) The Company shall assist and cooperate with any Registered Holder or Purchaser required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Cashless Exercise OptionCompany, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrant, such number of shares of Common Stock issuable upon the exercise of the Warrant. All shares of Common Stock which are so issuable shall, when issued, be duly authorized, and validly issued, fully paid and nonassessable and free from all lienstaxes, restrictions, encumbrances, liens and charges. (f) Each party . The Company shall assist and cooperate with each other party with respect take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any required governmental filings applicable law or governmental approvals prior to, regulation or in connection with, any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall from time to time take all such action as may be necessary to assure that the par value of the unissued Common Stock acquirable upon exercise of this WarrantWarrant is at all times equal to or less than the Exercise Price. The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrants.

Exercise Procedure. (a) This Warrant may be exercised by delivering all of the following items Subject to the Company at its principal office (the date on which the Company shall receive all terms of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise AgreementSection 1.1 and Section 17.1, as described in Section 1.317.2 and 17.3 hereof, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant may be made at any time and from time to time, in whole or in part, on or after the Commencement Date but before 5:00 p.m. Mountain Time on the Expiration Date, by ("Purchaser"); i) delivering the Notice of Exercise annexed hereto duly completed and executed (iiwhich may be by facsimile) if this Warrant is not registered in to the name Company at the principal office of the PurchaserCompany (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company), an Assignment or Assignmentsand upon payment of the full Exercise Price of the shares thereby purchased, in whereupon the form attached hereto as Exhibit I, evidencing the assignment holder of this Warrant shall be entitled to receive a certificate for the Purchaser number of shares of Common Stock so purchased. Subject to subsection (in which case b) below, payment of the Registered Holder will Exercise Price of the shares shall be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a by certified check or cashier’s check or by wire transfer or check payable (of same day funds) to an account designated by the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) purchased. The Company shall use its best efforts to cause and the transfer agent Holder expressly agree that if on the date of its securities to issue and deliver any exercise election by Holder under this Warrant a registration statement pursuant to the Purchaser certificates for shares 1933 Act covering the resale of Warrant Stock issuable upon exercise the WARRANT SHARES that are the subject of this Warrant within ten business days after the Exercise Date, but in no event shall Notice by the Holder is not available for the resale of such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant StockWARRANT SHARES, the Company shallHolder may exercise its right to receive Common Stock on a net basis such that, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant without any payment of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred funds by the Company in connection with such exercise and Holder, the related issuance Holder receives that number of shares of Warrant StockCommon Stock equal to: (A) the WARRANT SHARES multiplied by: (B) the ratio of (i) the “Market Price” defined below less the EXERCISE PRICE; provideddivided by (ii) the Market Price. “Market Price” means, however, that the Company shall not be required to pay any income tax to which average of the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each daily closing prices for a share of Warrant the Company’s Common Stock issuable upon exercise of this Warrant shall be, upon payment of in the Exercise Price, or utilization of PRINCIPAL MARKET for the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesten (10) consecutive trading days before such date excluding any trades which are not bona fide arm’s length transactions. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This Warrant may will be deemed to have been exercised by delivering in whole or in part on and as of the first date on which the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); (ii) this Warrant (subject to delivery by the Company of a new Warrant with respect to any unexercised portion, as provided in Section 2.2(b)); (iii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached hereto set forth as Exhibit III hereto, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5)Purchaser; and (iiiiv) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer certified check or check other certified funds payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The If the Market Price of one share of Warrant Stock is greater than the Exercise Price (at the date of calculation as set forth below), then in lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares of Warrant Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly completed Exercise Agreement, noting the intention to exercise under this subsection 2.2(b), in which event the Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Holder a number of shares of Common Stock computed using the following formula: A Where X = the number of shares of Warrant Stock is to be issued to the Registered Holder Y = the number of shares of Warrant Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the Market Price of one share of the Company's Warrant Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) (c) Certificates for shares of Warrant Stock issuable purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that . Unless this Warrant shall be exercised for less than has expired or all of the Warrant Stockpurchase rights represented hereby have been exercised, the Company shallwill prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Company will, within ten business days after such ten-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunderAgreement. (d) The Warrant Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become the record holder ("Record Holder") of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which that may be payable in respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Registered Holder of this Warrant, and the Company shall not be required to issue or deliver any such certificate or instrument unless and until the Purchaser may be subject in connection with Person or Persons requesting the issuance issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (f) The Company will not close its books for the transfer of this Warrant or of any of the securities issuable upon the exercise of this Warrant Stockin any manner that interferes with the timely exercise of this Warrant. Each The Company will from time to time take all such action as may be necessary to ensure that the par value per share of the unissued Warrant Stock issuable acquirable upon exercise of this Warrant shall be, upon payment of is at all times equal to or less than the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesPrice then in effect. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when all of the following items have been delivered to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (ia) a completed Exercise Agreement, as described in Section 1.31C below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); (iib) this Warrant; (c) if this Warrant the Purchaser is not registered in the name of the PurchaserRegistered Holder, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5)Purchaser; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock Shares being purchased upon such exercise. exercise (bthe "Aggregate Exercise Price"), (2) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver surrender to the Purchaser certificates for Company of shares of Warrant Common Stock, shares of Preferred Stock issuable upon exercise or debt securities of this Warrant within ten business days after the Company having a Fair Market Value equal to the Aggregate Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all Price of the Warrant StockShares being purchased upon such exercise (provided that for purposes of this subparagraph, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant Fair Market Value of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant any note or other debt security or any preferred stock shall be deemed to have been issued be equal to the Purchaser at 5:00 p.m. aggregate outstanding principal amount or liquidation value thereof plus all accrued and unpaid interest thereon or accrued or declared and unpaid dividends thereon), or (Chicago time3) on a written notice to the Exercise Date, and Company that the Purchaser shall be deemed for all purposes is exercising the Warrant (or a portion thereof) by authorizing the Company to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The withhold from issuance of certificates for shares a number of Warrant Stock Shares issuable upon such exercise of this the Warrant shall be made without charge which when multiplied by the Fair Market Value of one Warrant Share is equal to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with Aggregate Exercise Price (and such exercise and the related issuance of withheld shares of Warrant Stock; provided, however, that the Company shall not no longer be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of under this Warrant).

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (ia) a completed Exercise Agreement, as described in Section 1.3paragraph 1C below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing ---------- the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5)7 hereof; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the "Aggregate Exercise Price"), (2) the surrender to the Company of debt or equity securities of the Company or any of its wholly-owned Subsidiaries having a Market Price equal to the Aggregate Exercise Price of the Common Stock being purchased upon such exercise (provided that for purposes of this subparagraph, the Market Price of any note or other debt security or any preferred stock shall be deemed to be equal to the aggregate outstanding principal amount or liquidation value thereof plus all accrued and unpaid interest thereon or accrued or declared and unpaid dividends thereon) or (3) a written notice to the Company that the Purchaser is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Market Price of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten five business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall within such five-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Common Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise PricePrice therefor, be fully paid and nonassessable and free from all liens and charges with respect to the issuance thereof. (v) The Company shall not close its books against the transfer of this Warrant or utilization of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the Cashless unissued Common Stock acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise OptionPrice then in effect. (vi) The Company shall assist and cooperate with any Registered Holder or Purchaser required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding Warrants. All shares of Common Stock which are so issuable shall, when issued, be duly authorized, and validly issued, fully paid and nonassessable and free from all lienstaxes, restrictions, encumbrances, liens and charges. (f) Each party . The Company shall assist and cooperate with each other party with respect take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any required governmental filings applicable law or governmental approvals prior to, regulation or in connection with, any requirements of any domestic securities exchange (except for "restricted stock" rules and requirements) upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of autho-rized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of this Warrantthe Warrants.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"Time”): (ia) a completed Exercise Agreement, as described in Section 1.3paragraph 1C below, executed by the person or entity Holder exercising all or part of the purchase rights represented by this Warrant ("Purchaser")Warrant; (iib) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5)Warrant; and (iiic) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the “Aggregate Exercise Price”); or (2) a written notice to the Company that the Purchaser is exercising the Warrant (or a portion thereof) on a “cashless” basis by authorizing the Company to withhold from issuance a number of shares (including any fraction thereof) of Common Stock issuable upon such exercise of the Warrant which when multiplied by the fair value of the Common Stock (as reasonably determined by the board of directors of the Company) is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Holder within ten business days five (5) Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall within such five (5) day period, deliver such new Warrant to the Holder. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser Holder at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser Holder shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Common Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Common Stock; provided, however, except that the Company Holder shall not be required liable for any tax attributable to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant such shares in the name of any person or any Warrant Stockentity other than Holder (to the extent Holder elects to have such shares issued in such manner). Each share of Warrant Common Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise PricePrice therefor, be fully paid and nonassessable and free from all liens and charges with respect to the issuance thereof, except for liens and charges relating to any tax for which the Holder is liable under the preceding sentence. (v) The Company shall not close its books against the transfer of this Warrant or utilization of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the Cashless unissued Common Stock acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise OptionPrice then in effect. (vi) The Company shall assist and cooperate with the Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding Warrants. All shares of Common Stock which are so issuable shall, when issued, be duly authorized, and validly issued, fully paid and nonassessable and free from all lienstaxes, restrictions, encumbrances, liens and charges. (f) Each party . The Company shall assist and cooperate with each other party with respect take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any required governmental filings applicable law or governmental approvals prior to, regulation or in connection with, any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of this Warrantthe Warrants.

Exercise Procedure. (a) This Warrant may shall be deemed to have been exercised by delivering when the Company shall have received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed by from the person or entity exercising all or part of the purchase rights represented by this Warrant ("the “Warrant Purchaser"); ”): (i) this Warrant and (ii) if this Warrant is not registered in the name freely transferable and immediately available lawful money of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment United States of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company America in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock Shares being purchased upon such exerciseexercise (the “Aggregate Exercise Price”). (b) The Company shall use its best efforts to cause Certificates for the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable Shares purchased upon exercise of this Warrant within ten business days shall be delivered by the Company to the Warrant Purchaser promptly after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Dateexercise hereof. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Warrant Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Warrant Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock Shares at such time the close of business on the Exercise Datedate of exercise hereof. (ed) The issuance of certificates for shares of the Warrant Stock Shares upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Shares. (e) The Company shall not be required to pay any income tax to which close its books against the Registered Holder or the Purchaser may be subject in connection with the issuance transfer of this Warrant or of any Warrant Stock. Each share of Warrant Stock Shares issued or issuable upon the exercise of this Warrant in any manner which shall be, upon payment interfere with the timely exercise of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesthis Warrant. (f) Each party The Warrant may not be exercised unless any required governmental approvals shall have been obtained and any applicable waiting periods shall have expired. The Company shall assist and cooperate with each other party with respect to the Holder in making any required governmental filings or obtaining any governmental approvals prior to, to or in connection with, with any exercise of this Warrant.

Exercise Procedure. (a) This Warrant may be exercised by delivering all of the following items In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office (the date on which the Company shall receive all of at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, or at such items other office as shall be referred to as designated by the "Exercise Date"):Company: (i) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part written notice of the purchase rights represented by Holder's election to exercise this Warrant ("Purchaser"Notice of Exercise), which shall specify the number of shares of Common Stock to be purchased pursuant to such exercise; (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment certified check or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check bank draft payable to the order of the Company in an the amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being to be purchased upon pursuant to such exercise; and (iii) this Warrant, properly indorsed. (b) The Each Warrant is exercisable, at the option of holder, at any time after issuance and on or before the Expiration Date by presenting to the Company the Warrant Certificate and an executed and completed Notice of Exercise and if the Shares have not been registered for sale under the Securities Act of 1933, as amended (the "Securities Act") a representation letter duly executed by the holder in form and substance reasonably acceptable to the Company. In the case of exercise of less than all the Warrants represented by the Warrant Certificate, the Company shall use its best efforts to cause cancel the transfer agent of its securities to issue Warrant Certificate upon the surrender thereof and shall execute and deliver to a New Warrant Certificate for the Purchaser certificates for shares balance of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise DateWarrants. (c) In the event that this Warrant shall be exercised for less than all of the Warrant StockUpon receipt thereof, the Company shall, within ten business days after the Exercise Dateas promptly as practicable, execute and deliver or cause to be executed and delivered to such Holder a certificate or certificates representing the Purchaser a replacement Warrant aggregate number of like tenor for full shares of Common Stock issuable upon such exercise. The stock CORPDAL:96498.2 29976-00001 certificate or certificates so delivered shall be registered in the balance name of the Warrant Stock that may such Holder, or such other name as shall be purchased hereunderdesignated in said notice. (d) The Warrant Stock issuable upon the exercise of this This Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, exercised and the Purchaser such certificate or certificates shall be deemed for all purposes to have been issued, and such Holder or any other person so designated to be named therein shall be deemed to have become the a Holder of record holder of such Warrant Stock at such time on shares for all purposes, as of the Exercise Date. (e) date that said notice, together with said payment and this Warrant, is received by the Company as aforesaid. The issuance of certificates for shares of Warrant Stock upon exercise Holder of this Warrant shall not, by virtue of its ownership of this Warrant, be made without charge entitled to any rights of a shareholder in the Registered Holder Company, either at law or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stockequity; provided, however, that such Holder shall, for all purposes, be deemed to have become the Holder of record of such shares on the date on which this Warrant is surrendered to the Company shall not as contemplated in the immediately preceding sentence. If the exercise is for less than all of the shares of Common Stock issuable, as provided in this Warrant, the Company will issue a new Warrant of like tenor and date for the balance of such shares issuable hereunder to Holder, with a record of any such exercises to be required maintained by the Company for the purpose of determining the number of outstanding shares of Common Stock subject to pay any income tax this Warrant and the applicable Exercise Price pursuant to which SECTION 2, such record to be determinative of the Registered number of outstanding shares of Common stock subject to this Warrant and the Exercise Price absent manifest error. The Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall beWarrant, upon payment by its acceptance hereof, consents to and agrees to be bound by and to comply with all of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise provisions of this Warrant.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateEXERCISE TIME"): (iA) a completed Exercise Agreement, as described defined in Section 1.31(c), executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "PurchaserPURCHASER"); (iiB) this Warrant; (C) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached hereto as set forth in Exhibit I, I evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5)6; and (iiiD) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the "AGGREGATE EXERCISE PRICE"), or (2) a written notice to the Company that the Purchaser is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant that when multiplied by the Current Market Price of the Common Stock is equal to the Aggregate Exercise Price (which withheld shares shall no longer be issuable under this Warrant). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business days five Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date on which the Exercise DateTime occurs. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the purchase rights formerly represented by this Warrant that have not expired or been exercised and shall within such five-Business Day period deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on as of the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Common Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof if issued to the Registered Holder or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise PricePrice therefor, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable and free from all liens, restrictions, encumbrances, liens and chargescharges with respect to the issuance thereof. (fv) Each party The Company shall assist not close its books against the transfer of this Warrant or of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner that interferes with the timely and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any proper exercise of this Warrant. (vi) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (vii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the exercise of the Series 1 Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding Series 1 Warrants. The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any law or governmental regulation applicable to the Company or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance that shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Series 1 Warrants.

Exercise Procedure. (a) This Warrant may will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3below, executed by the person or entity Registered Holder exercising all or part of the purchase rights represented by this Warrant ("Purchaser")Warrant; (ii) if this Warrant is not registered (subject to delivery by the Company of a new Warrant with respect to any unexercised portion, as provided in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 52.2(b)); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer certified check or check other certified funds payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Stock issuable purchased upon exercise of this Warrant will be delivered by the Company to the Registered Holder within ten business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, but in no event shall the Company will prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Company will, within such certificates be issued and delivered later than 15 business days after ten-day period, deliver such new Warrant to the Exercise DateRegistered Holder. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) Registered Holder on the Exercise Date, and the Purchaser shall Registered Holder will be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (ed) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to pay any income tax to which that may be payable in respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Registered Holder of this Warrant, and the Company shall not be required to issue or deliver any such certificate or instrument unless and until the Purchaser may be subject in connection with Person or Persons requesting the issuance issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (e) The Company will not close its books for the transfer of this Warrant or of any of the securities issuable upon the exercise of this Warrant Stockin any manner that interferes with the timely exercise of this Warrant. Each The Company will from time to time take all such action as may be necessary to assure that the par value per share of the unissued Warrant Stock issuable acquirable upon exercise of this Warrant shall be, upon payment of is at all times equal to or less than the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesPrice then in effect. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (ia) a completed Exercise Agreement, as described in Section 1.3paragraph 1C below, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser")Registered Holder; (iib) if this Warrant is not registered in the name of the Purchaser, Warrant; (c) an Assignment or Assignments, Assignments in the form attached hereto as set forth in Exhibit I, evidencing I if the assignment of this Warrant to the Purchaser (in which case the is exercised by any Registered Holder will be deemed to have complied with Section 5)other than Great Basin Gold Ltd.; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a cashier's check or wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the "Aggregate Exercise Price"). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Stock issuable Common Stock, if any, purchased upon exercise of this Warrant shall be delivered by the Company to the Registered Holder within ten three business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such three-day period, deliver such new Warrant to the person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant shares of Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser Registered Holder at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser Registered Holder shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Stock the Common Stock, if any, upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall beshall, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly when issued, fully paid be duly and nonassessable validly issued and free from all lienstaxes, restrictions, encumbrances, liens and charges. The company shall prepare and file at its expense a registration statement with the United States Securities and Exchange Commission ("SEC") forthwith after issuance hereof and use its reasonable best efforts to obtain SEC approval thereof so that any Common Stock acquired by exercise hereof is freely tradeable in the United States within four (4) months from the date of issuance of this warrant. Until registration of such Common Stock, each certificate shall bear the following legend: The shares of common stock of Hecla Mining Company represented by this certificate have been issued pursuant to an exemption from registration under the Securities Act of 1933 and may not be resold without registration thereunder or an exemption therefrom. The issuer may require an opinion of counsel reasonably satisfactory to it to the effect that such an exemption is available before permitting transfer of such shares. (fv) Each party The Company shall assist and cooperate with each other party with respect any Registered Holder required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection with, with any exercise of this Warrant, without limitation, making any filings required to be made by the Company. (vi) The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which securities of the Company or their equivalents may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon such issuance). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering of the Company, the sale of the Company or pursuant to Section 3 hereof, the exercise of any portion of this Warrant may, at the election of the Registered Holder hereof, be conditioned upon the consummation of the public offering, the sale or the event referred to in the notice described in Section 3, in which case such exercise shall not be deemed to be effective until the consummation of such transaction.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"Time”): (ia) a completed Exercise Agreement, as described in Section 1.31C below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5)7 hereof in connection with such transfer; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the “Aggregate Exercise Price”), or (2) a written notice to the Company that the Purchaser is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Market Price of the Common Stock is equal to the sum of the Aggregate Exercise Price plus the aggregate Exercise Price for any such shares of Common Stock requested to be withheld (and such withheld shares shall no longer be issuable under this Warrant). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business days five Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired, been withheld or been exercised, and shall within such five-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Common Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof if issued to the Registered Holder or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise PricePrice therefor, be fully paid and nonassessable and free from all liens and charges with respect to the issuance thereof. (v) The Company shall not close its books against the transfer of this Warrant or utilization of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the Cashless unissued Common Stock acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise OptionPrice then in effect. (vi) The Company shall reasonably assist and cooperate with any Registered Holder or Purchaser required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company, but excluding the filing of any registration statement with the Securities and Exchange Commission, other than any registration statement which the Company is contractually or otherwise required to file). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding Warrants. All shares of Common Stock which are so issuable shall, when issued against payment of the Aggregate Exercise Price therefor, be duly authorized, and validly issued, fully paid and nonassessable and free from all lienstaxes, restrictions, encumbrancesliens and charges. The Company shall take all such actions as may be reasonably necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance, and charges. (f) Each party excluding the filing of any registration statement, other than any registration statement with the Securities and Exchange Commission which the Company is contractually or otherwise required to file). The Company shall assist and cooperate with each other party with respect not take any action which would cause the number of authorized but unissued shares of Common Stock to any be less than the number of such shares required governmental filings or governmental approvals prior to, or in connection with, any to be reserved hereunder for issuance upon exercise of this Warrantthe Warrants.

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal stock transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares in respect of which such items Warrants are then exercised. Payment of the aggregate Exercise Price (unless on a cashless basis, as set forth below) shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed made by the person certified or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or official bank check payable to the order of the Company in an amount equal New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the product provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price multiplied by (or notice of settlement on a cashless basis, if applicable) the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of shares of full Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser be named therein shall be deemed for all purposes to have become the a holder of record holder of such Warrant Stock at Shares as of the date of the surrender of such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise Warrants and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise PricePrice or on a cashless basis as set forth above, or utilization as applicable. The Warrants shall be exercisable, at the election of the Cashless Exercise Optionholders thereof, duly authorizedeither in full or from time to time in part and, validly in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, fully paid and nonassessable the Warrant Agent is hereby irrevocably authorized to countersign and free from all liens, restrictions, encumbrancesto deliver the required new Warrant Certificate or Certificates pursuant to the provisions of Section 4 hereof and of this Section 6, and charges. (f) Each party the Company, whenever required by the Warrant Agent, shall assist supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and cooperate with each other party shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to any required governmental filings or governmental approvals prior to, or in connection with, any Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this WarrantAgreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsor's Warrant shall contain the following legend, unless such Warrant Shares were issued pursuant to an effective registration statement under the Securities Act: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal share transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of the Exercise Price (adjusted as herein provided if applicable) or on a cashless basis pursuant to Section 6(d), if applicable, for the number of Warrant Shares in respect of which such items Warrants are then exercised. Payment of the aggregate Exercise Price (unless on a cashless basis pursuant to Section 6(d)) shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed made by the person certified or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or official bank check payable to the order of the Company in an amount equal New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the product provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price multiplied by Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of shares of full Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser be named therein shall be deemed for all purposes to have become the a holder of record holder of such Warrant Stock at Shares as of the date of the surrender of such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise Warrants and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise PricePrice or on a cashless basis pursuant to Section 6(d), or utilization if applicable. The Warrants shall be exercisable, at the election of the Cashless Exercise Optionholders thereof, duly authorizedeither in full or from time to time in part and, validly in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, fully paid and nonassessable the Warrant Agent is hereby irrevocably authorized to countersign and free from all liens, restrictions, encumbrancesto deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and charges. (f) Each party the Company, whenever required by the Warrant Agent, shall assist supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and cooperate with each other party shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to any required governmental filings or governmental approvals prior to, or in connection with, any Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this WarrantAgreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsors’ Warrants shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. (a) a. This Warrant may will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) i. a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I1 hereto, evidencing executed by the assignment of this Warrant to Holder (the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5"Purchaser"); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, ii. a wire transfer cashier's or official bank check or other immediately available funds payable to the Company in an amount equal to the sum of the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause b. Certificates for the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten five (5) business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that . Unless this Warrant shall be exercised for less than has expired or all of the Warrant Stockpurchase rights represented hereby have been exercised, the Company shallmay prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Company will, if it elects to do so, within such ten business days after the Exercise Date(10) day period, execute and deliver such new Warrant to the Purchaser a replacement Warrant of like tenor for Holder at the balance of the Warrant Stock that may be purchased hereunderaddress set forth in this Warrant. (d) c. The Warrant shares of Common Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued transferred to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise Date. (e) d. The issuance of certificates for shares of Warrant Common Stock upon the exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the related issuance of shares of Warrant Stockshares; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser that may be subject payable in connection with respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant or any state or federal income or similar tax, and that the Company shall not be required to issue or deliver any such certificate or instrument unless and until the person or persons requiring the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. e. Unless the Company shall have registered the shares of Common Stock underlying this Warrant Stock. Each share pursuant to the provisions of Warrant Section 6 hereof, the shares of Common Stock issuable upon the exercise of this Warrant shall behave not been registered under the Securities Act of 1933, upon payment as amended (the "Act") and, accordingly, will be "restricted securities" as that term is defined in the Act. The Company may insert the following or similar legend on the face of the Exercise Pricecertificates evidencing shares of Common Stock if required in compliance with state securities laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE SECURITIES LAWS, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesOR AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant."

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when all of the following items have been delivered to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (ia) a completed Exercise Agreement, as described in Section 1.31C below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); (iib) this Warrant; (c) if this Warrant the Purchaser is not registered in the name of the PurchaserRegistered Holder, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5)Purchaser; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (i) a check or wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock Shares being purchased upon such exerciseexercise (the "Aggregate Exercise Price"), (ii) the surrender to the Company of debt or equity securities or a combination of debt and equity securities of the Company or any of its direct or indirect subsidiaries having a value equal to the Aggregate Exercise Price of the Warrant Shares being purchased upon such exercise (which value in the case of debt securities or any preferred stock shall be deemed to equal the aggregate outstanding principal amount or liquidation value thereof plus all accrued and unpaid interest thereon or accrued or declared and unpaid dividends thereon and in the case of shares of Common Stock shall be the Fair Market Value thereof) or (iii) the delivery of a notice to the Company that the Purchaser is exercising the Warrant (or portion thereof) by authorizing the Company to reduce the number of Warrant Shares to be delivered to Purchaser upon such exercise of the Warrant or portion thereof by the number of Warrant Shares having an aggregate Fair Market Value determined as of the date immediately prior to the date of the Exercise Time equal to the Aggregate Exercise Price. (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Stock issuable Shares (including, without limitation, fractional shares) purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business days three Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such three Business Day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Stock Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder Registered Holder of such Warrant Stock Shares at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Stock Shares upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant StockShares; provided, however, that the Company shall not be required to pay any income tax or taxes which may be payable in respect of any transfer involved in the issuance of any Warrants or any certificates representing Warrant Shares in a name other than that of a Registered Holder, and the Company shall not be required to issue or deliver such Warrant or certificate for Warrant Shares unless and until the Person requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid. (v) The Company shall not close its books against the transfer of this Warrant or of any Warrant Shares issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share, if any, of the unissued Warrant Shares acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. In the event that the Company fails to comply with its obligations set forth in the foregoing sentence, in addition to all other rights which the Registered Holder or Purchaser may have at law or in equity, the Purchaser may (but shall not be subject obligated to) purchase Warrant Shares hereunder at par value, and the Company shall be obligated to reimburse the Purchaser for the aggregate amount of consideration paid in connection with such exercise in excess of the issuance Exercise Price then in effect. (vi) The Company shall assist and cooperate with any reasonable request by the Registered Holder or Purchaser in connection with any governmental filings or approvals required to be obtained or made by any of this Warrant them prior to or in connection with any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant (including, without limitation, making any filings or obtaining any approvals required to be made or obtained by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, sale of assets or otherwise), then such exercise may at the election of the Registered Holder be conditioned upon the consummation of such transaction, in which case such exercise shall benot be deemed to be effective until immediately prior to the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued Warrant Shares and solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant. All Warrant Shares which are so issuable shall, when issued and upon the payment of the applicable Exercise Price, or utilization of the Cashless Exercise Option, be duly authorized, and validly issued, fully paid and nonassessable and free from all lienstaxes, restrictions, encumbrances, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares may be so issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance) or any violation by the Company of any agreement to which the Company or any of its assets or properties may be subject. The Company will cause the Warrant Shares, immediately upon such exercise, to be listed on each domestic securities exchange or quotation system upon which shares of Common Stock or other securities constituting Warrant Shares are listed or quoted at the time of such exercise. (fix) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any If the Warrant Shares issuable by reason of exercise of this WarrantWarrant are convertible into or exchangeable for any other stock or securities, then the Company shall, at the Purchaser's option and upon surrender of this Warrant by such Purchaser as provided above together with any notice, statement or payment required to effect such conversion or exchange of Warrant Shares, deliver to such Purchaser (or as otherwise specified by such Purchaser) a certificate or certificates representing the stock or securities into which the Warrant Shares issuable by reason of such conversion are convertible or exchangeable, registered in such name or names and in such denomination or denominations as such Purchaser has specified.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"Time”): (ia) a completed Exercise Agreement, as described in Section 1.32D below and in the form set forth in Exhibit I hereto, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case together with such reasonably requested supporting documentation and/or information relating thereto, if any, as the Registered Holder will be deemed to have complied with Section 5)Company has theretofore requested; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the “Aggregate Exercise Price”) or (2) a written notice to the Company that the Purchaser is executing a cashless exercise of the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance the number of shares of Common Stock issuable upon such exercise of the Warrant that, when multiplied by the Current Market Price of the Common Stock, is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business days (10) Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical to this Warrant, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such ten (10) Business Day period, deliver such new Warrant to the Registered Holder. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime, but if the Company shall have notified the Purchaser, in writing, that additional documentation and/or information is required to effect the exercise of this Warrant, for the purpose of Section 2C(i), the “Exercise Time” shall be the time when the Company receives such documentation and/or information. (eiv) The issuance of certificates for shares of Warrant Common Stock upon on exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall beshall, upon on payment of the Exercise PricePrice therefor, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable non-assessable and free from all lienstaxes, restrictions, encumbrances, liens and chargescharges with respect to the issuance thereof. (fv) Each party The Company shall not close its books against the transfer of this Warrant or of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Common Stock acquirable on exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. (vi) The Company shall assist and cooperate with each other party with respect any Registered Holder or Purchaser, at the Registered Holder’s or Purchaser’s expense, except as provided herein, required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection withwith any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of a Registered Holder hereof, be conditioned on the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance on the exercise of the Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding Warrants. The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange on which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance on exercise of the Warrants. (ix) On any exercise of this Warrant, the Company may require customary investment representations from a Registered Holder and the Purchaser to assure that the issuance of the Common Stock hereunder shall not require registration or qualification under the Securities Act or any applicable state securities laws and such Registered Holder or the Purchaser, as the case may be, agrees promptly to provide such investment representations to the Company.

Exercise Procedure. (a) This Warrant may be exercised by delivering all of To exercise this Warrant, the following items Warrantholder shall deliver to the Company at its principal office executive offices: (a) payment of the date on aggregate Exercise Price in the manner provided in Section 2.3 (as computed by multiplying (A) the Exercise Price by (B) the number of shares of Common Stock for which the Company shall receive all of Warrantholder is exercising this Warrant at such items shall be referred to as the "Exercise Date"): time); (ib) a completed and properly executed Notice of Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in substantially the form attached hereto as Exhibit Annex I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all Warrant. Upon receipt of the Warrant Stockaggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within ten business days after the Exercise Datethree (3) Business Days thereafter, execute and subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Purchaser a replacement Warrant Warrantholder duly executed certificate(s) representing the aggregate number of like tenor for the balance shares of the Warrant Stock that may be purchased hereunder. (d) The Warrant Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.6. Such stock certificate(s) shall be in such denominations and registered in the exercise name(s) set forth in the Notice of Exercise. If this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Dateexercised in part, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be required identical to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the this Warrant). Upon issuance hereof, all shares of this Warrant or any Warrant Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall bebe included in an effective registration statement under the Securities Act. The Company shall use all commercially reasonable efforts (including filing an amendment to such registration statement on Form S-3 (or other appropriate form) promptly after the date hereof) to maintain such registration statement current and effective under Section 10 of the Securities Act until the earlier to occur of (i) such time as all shares issuable hereunder have been issued pursuant such registration statement, (ii) such time as all shares issuable upon payment exercise of this Warrant are eligible to be sold or transferred under Rule 144 (or similar provisions then in effect) promulgated by the SEC under the Securities Act without holding period or volume limitations, and (iii) the end of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesPeriod. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal stock transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Exercise Price (adjusted as herein provided if applicable) for the number of Warrant ("Purchaser"); (ii) if this Warrant is not registered Shares in the name respect of which such Warrants are then exercised. Payment of the Purchaser, an Assignment aggregate Exercise Price must be made in cash or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer by certified or official bank check payable to the order of the Company in an amount equal to New York Clearing House Funds, or the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exerciseequivalent thereof. (b) Holders of Public Warrant may not settle Public Warrants on a cashless basis. The Company shall use its best efforts to cause Founding Shareholders and their permitted transferees may settle any Founders’ Warrants, and the transfer agent Private Placement Warrantholders and their permitted transferees may settle and Insider Warrants, on a cashless basis in accordance with the following formula: N’= (N x (P - E)) / P where: N’ = the adjusted number of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Common Stock issuable upon cashless exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of this Warrant within ten business days after each Warrant. E = the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 Price on the date of cashless exercise of the Warrants. P = the average reported last sales price of the Common Stock for the last 10 trading days ending on the third business days after day prior to the Exercise Datedate on which notice of cashless exercise is given. (c) In Subject to the event that this Warrant shall be exercised for less than all provisions of Section 7, upon surrender of Warrants and payment of the Warrant StockExercise Price, the Company shallshall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, within ten business days after a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates are to be deemed to have been issued and any person so designated to be named therein is to be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunderPrice. (d) The Warrants may be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Stock Shares issuable upon the on such exercise of this Warrant shall be deemed to have been issued at any time prior to the Purchaser at 5:00 p.m. (Chicago time) on date of expiration of the Exercise DateWarrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Purchaser Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be deemed so exercised under applicable law and shall have no liability for all purposes to have become the record holder of acting in reliance on such Warrant Stock at such time on the Exercise Dateassumption. (e) The issuance of certificates for shares of Warrant Stock Agent shall cancel all Warrant Certificates surrendered upon exercise of this Warrants and shall then dispose of such Warrant Certificates in its customary manner. The Warrant Agent shall be made without charge account promptly to the Registered Holder or the Purchaser for any issuance tax Company with respect thereto or other cost incurred to Warrants exercised and shall concurrently pay to the Company all monies received by the Company in connection with such exercise and Warrant Agent for the related issuance purchase of shares of the Warrant Stock; provided, however, that Shares through the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargessuch Warrants. (f) Each party The Warrant Agent shall assist keep copies of this Agreement and cooperate any notices given or received hereunder available for inspection by the holders with each other party reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with respect to any required governmental filings or governmental approvals prior to, or in connection with, any such numbers of copies of this Agreement as the Warrant Agent may request. (g) Certificates evidencing Warrant Shares issued upon exercise of this Warranta Founders’ Warrant must bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN ESCROW AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE. THESE SHARES MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH THAT AGREEMENT. (h) Certificates evidencing Warrant Shares issued upon exercise of an Insider Warrant must bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. (a) This Warrant may will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3below, executed by the person or entity Registered Holder exercising all or part of the purchase rights represented by this Warrant ("Purchaser")Warrant; (ii) if this Warrant is not registered (subject to delivery by the Company of a new Warrant with respect to any unexercised portion, as provided in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 52.2(b)); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer certified check or check other certified funds payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Stock issuable purchased upon exercise of this Warrant will be delivered by the Company to the Registered Holder within ten business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, but in no event shall the Company will prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Company will, within such certificates be issued and delivered later than 15 business days after ten-day period, deliver such new Warrant to the Exercise DateRegistered Holder. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) Registered Holder on the Exercise Date, and the Purchaser shall Registered Holder will be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (ed) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which that may be payable in respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Registered Holder of this Warrant, and the Company shall not be required to issue or deliver any such certificate or instrument unless and until the Purchaser may be subject in connection with Person or Persons requesting the issuance issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (e) The Company will not close its books for the transfer of this Warrant or of any of the securities issuable upon the exercise of this Warrant Stockin any manner that interferes with the timely exercise of this Warrant. Each The Company will from time to time take all such action as may be necessary to assure that the par value per share of the unissued Warrant Stock issuable acquirable upon exercise of this Warrant shall be, upon payment of is at all times equal to or less than the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesPrice then in effect. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when all of the following items have been delivered to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (ia) a completed Exercise Agreement, as described in Section 1.31C below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); (iib) this Warrant; (c) if this Warrant the Purchaser is not registered in the name of the PurchaserRegistered Holder, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5)Purchaser; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a check or wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock Shares being purchased upon such exerciseexercise (the "Aggregate Exercise Price"). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver Certificates for Warrant Shares (rounded up to the Purchaser certificates for shares of Warrant Stock issuable nearest whole share) purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business days three Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. (ciii) In the event that this Warrant shall be exercised Notwithstanding (ii) above, in lieu of delivery of certificates for less than all or part of the Warrant StockShares with respect to which this Warrant is being exercised, the Purchaser, at its option, may elect to receive and the Company shall, within ten business days after the Exercise Date, execute and shall then deliver to the Purchaser a replacement Warrant (a) such number of like tenor for shares of Preferred Stock of the balance Company as shall be designated by the Purchaser having an aggregate stated value equal to the Aggregate Exercise Price of the Warrant Shares with respect to which the Purchaser is making this election and which Preferred Stock shall have terms identical in all respects with those of the Preferred Purchased Stock, except that the stated value per share of such Preferred Stock shall be equal to the Exercise Price in effect at the Exercise Time ("New Preferred Shares") and (b) a warrant, on terms identical in all respects with this Warrant, except that (w) the exercise period shall be for five and one-half years after the date of the issuance thereof, (x) the terms and provisions of Section 9 hereof shall not be applicable, (y) the number of shares acquirable thereunder shall be equal to the number of Warrant Shares with respect to which the Purchaser is making this election, and (z) the exercise price thereunder shall be equal to the Exercise Price hereunder in effect at the Exercise Time. The Purchaser may be purchased hereunderexercise its rights under this clause by delivering notice to the Company within three Business Days of the Exercise Time. (div) Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within three Business Days after the date of the Exercise Time, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (v) The Warrant Stock Shares and New Preferred Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder Registered Holder of such Warrant Stock Shares or New Preferred Shares at such time on the Exercise DateTime. (evi) The issuance of certificates for shares of Warrant Stock Shares or New Preferred Shares upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant StockShares or New Preferred Shares; provided, however, that the Company shall not be required to pay any income tax or taxes which may be payable in respect of any transfer involved in the issuance of any Warrants or any certificates representing Warrant Shares or New Preferred Shares in a name other than that of a Registered Holder, and the Company shall not be required to issue or deliver such Warrant or certificate for Warrant Shares or New Preferred Shares unless and until the Person requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid. (vii) The Company shall not close its books against the transfer of this Warrant or of any Warrant Shares or New Preferred Shares issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share, if any, of the unissued Warrant Shares and New Preferred Shares acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. In the event that the Company fails to comply with its obligations set forth in the foregoing sentence, in addition to all other rights which the Registered Holder or Purchaser may have at law or in equity, the Purchaser may (but shall not be subject obligated to) purchase Warrant Shares or New Preferred Shares hereunder at par value, and the Company shall be obligated to reimburse the Purchaser for the aggregate amount of consideration paid in connection with such exercise in excess of the issuance Exercise Price then in effect. (viii) The Company shall assist and cooperate with any reasonable request by the Registered Holder or Purchaser in connection with any governmental filings or approvals required to be obtained or made by any of this Warrant them prior to or in connection with any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant (including, without limitation, making any filings or obtaining any approvals required to be made or obtained by the Company). (ix) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, sale of assets or otherwise), then such exercise may at the election of the Registered Holder be conditioned upon the consummation of such transaction, in which case such exercise shall benot be deemed to be effective until immediately prior to the consummation of such transaction. (x) The Company shall at all times reserve and keep available (x) out of its authorized but unissued Warrant Shares and solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant and (y) upon creation of the New Preferred Shares, out of its authorized but unissued Preferred Stock, the maximum number of New Preferred Shares issuable upon the exercise of this Warrant. All Warrant Shares and New Preferred Shares which are so issuable shall, when issued and upon the payment of the applicable Exercise Price, or utilization of the Cashless Exercise Option, be duly authorized, and validly issued, fully paid and nonassessable and free from all lienstaxes, restrictions, encumbrances, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares and New Preferred Shares may be so issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance) or any violation by the Company of any agreement to which the Company or any of its assets or properties may be subject. The Company will cause the Warrant Shares, immediately upon such exercise, to be listed on each domestic securities exchange or quotation system upon which shares of Common Stock or other securities constituting Warrant Shares are listed or quoted at the time of such exercise. (fxi) Each party shall assist and cooperate with each other party with respect to any required governmental filings If the Warrant Shares or governmental approvals prior to, or in connection with, any New Preferred Shares issuable by reason of exercise of this WarrantWarrant are convertible into or exchangeable for any other stock or securities, then the Company shall, at the Purchaser's option and upon surrender of this Warrant by such Purchaser as provided above together with any notice, statement or payment required to effect such conversion or exchange of Warrant Shares or New Preferred Shares, deliver to such Purchaser (or as otherwise specified by such Purchaser) a certificate or certificates representing the stock or securities into which the Warrant Shares or New Preferred Shares issuable by reason of such conversion are convertible or exchangeable, registered in such name or names and in such denomination or denominations as such Purchaser has specified.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when all of the following items have been delivered to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (ia) a completed Exercise Agreement, as described in Section 1.31C below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); provided, however, that such exercise is for not less than the lesser of 1,000,000 Warrant Shares or the number of Warrant Shares remaining hereunder. (b) this Warrant; (iic) if this Warrant the Purchaser is not registered in the name of the PurchaserRegistered Holder, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5)Purchaser; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (i) a check or wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares Warrant Shares being purchased upon such exercise (the "Aggregate Exercise Price") or (ii) the surrender to the Company of debt or other obligations of the Company or any of its direct or indirect subsidiaries having a value equal to the Aggregate Exercise Price of the Warrant Stock Shares being purchased upon such exercise. (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Stock issuable Shares (including, without limitation, fractional shares) purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business days three Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such three Business Day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Stock Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder Registered Holder of such Warrant Stock Shares at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Stock Shares upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant StockShares; provided, however, that the Company shall not be required to pay any income tax or taxes which may be payable in respect of any transfer involved in the issuance of any Warrants or any certificates representing Warrant Shares in a name other than that of a Registered Holder, and the Company shall not be required to issue or deliver such Warrant or certificate for Warrant Shares unless and until the Person requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid. (v) The Company shall not close its books against the transfer of this Warrant or of any Warrant Shares issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share, if any, of the unissued Warrant Shares acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. In the event that the Company fails to comply with its obligations set forth in the foregoing sentence, in addition to all other rights which the Registered Holder or Purchaser may have at law or in equity, the Purchaser may (but shall not be subject obligated to) purchase Warrant Shares hereunder at par value, and the Company shall be obligated to reimburse the Purchaser for the aggregate amount of consideration paid in connection with such exercise in excess of the issuance Exercise Price then in effect. (vi) The Company shall assist and cooperate with any reasonable request by the Registered Holder or Purchaser in connection with any governmental filings or approvals required to be obtained or made by any of this Warrant them prior to or in connection with any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant (including, without limitation, making any filings or obtaining any approvals required to be made or obtained by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, sale of assets or otherwise), then such exercise may at the election of the Registered Holder be conditioned upon the consummation of such transaction, in which case such exercise shall benot be deemed to be effective until immediately prior to the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued Warrant Shares and solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant. All Warrant Shares which are so issuable shall, when issued and upon the payment of the applicable Exercise Price, or utilization of the Cashless Exercise Option, be duly authorized, and validly issued, fully paid and nonassessable and free from all lienstaxes, restrictions, encumbrances, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares may be so issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance) or any violation by the Company of any agreement to which the Company or any of its assets or properties may be subject. The Company will cause the Warrant Shares, immediately upon such exercise, to be listed on each domestic securities exchange or quotation system upon which shares of Common Stock or other securities constituting Warrant Shares are listed or quoted at the time of such exercise. (fix) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any If the Warrant Shares issuable by reason of exercise of this WarrantWarrant are convertible into or exchangeable for any other stock or securities, then the Company shall, at the Purchaser's option and upon surrender of this Warrant by such Purchaser as provided above together with any notice, statement or payment required to effect such conversion or exchange of Warrant Shares, deliver to such Purchaser (or as otherwise specified by such Purchaser) a certificate or certificates representing the stock or securities into which the Warrant Shares issuable by reason of such conversion are convertible or exchangeable, registered in such name or names and in such denomination or denominations as such Purchaser has specified.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"Time”): (ia) a completed Exercise Agreement, as described in Section 1.3paragraph 1C, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the applicable Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5)7; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable written notice to the Company that a Registered Holder is exchanging the Warrant (or a portion thereof). (ii) At the Exercise Time, the Registered Holders shall surrender to the Company this Warrant for an aggregate number of shares of Common Stock specified in its written notice to the Company, from which the Company shall withhold and not issue to the holder a number of shares of Common Stock with an amount aggregate Market Price equal to the product of the Aggregate Exercise Price multiplied by of the number of shares of Common Stock specified in such notice (and such withheld shares shall no longer be issuable under this Warrant); provided that in the event the holder of Warrants is required to exercise this Warrant as a result of delivery of a Company Mandatory Exercise Notice in accordance with paragraph 1A, the Market Price for all exercises thereafter shall be deemed to be equal to the 30-Day Average Closing Price, which price shall be indicated in the Company Mandatory Exercise Notice. Thereupon, the Company shall issue to the holder of Warrants such number of fully paid, validly issued and nonassessable shares of Common Stock being purchased as is computed using the following formula: X = the number of shares of Common Stock to which the holder of Warrants is entitled upon such cashless exercise.; Y = the total number of shares of Common Stock covered by this Warrant for which the holder has surrendered purchase rights at such time for cashless exercise (including both shares to be issued to the holder and shares as to which the purchase rights are to be canceled as payment therefor); A = the Market Price of one share of Common Stock as of the date the cashless exercise election is made; provided that in the event the holder of Warrants is required to exercise this Warrant on a cashless basis as a result of delivery of a Company Mandatory Exercise Notice in accordance with paragraph 1A, the Market Price shall be deemed to be equal to the 30-Day Average Closing Price; and B = the Exercise Price (biii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten five business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five business-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (div) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime. (ev) The issuance of certificates to the Registered Holders for shares of Warrant Common Stock upon exercise of this Warrant shall be made without charge to the Registered Holder Holders or the Purchaser for any stamp, duty, registration or issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall beshall, upon payment of the Exercise PricePrice therefor, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable and free from all liensliens and charges with respect to the issuance thereof. Notwithstanding anything in this Warrant to the contrary, restrictions, encumbrancesthe Company shall be permitted to withhold in accordance with applicable law upon any payment or deemed payment made under this Warrant, and chargesany amount so withheld shall be treated as paid to the applicable holder. (fvi) Each party The Company shall not close its books against the transfer of this Warrant or of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Common Stock acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. (vii) The Company shall reasonably assist and cooperate with each other party with respect any Registered Holder or Purchaser required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection with, with any exercise of this WarrantWarrant (including, without limitation, making any filings required to be made by the Company). (viii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (ix) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding Warrants. The Company shall take all such actions as may be reasonably necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrants.

Exercise Procedure. (ai) This Warrant may will be deemed to have been exercised by delivering immediately prior to the close of business on the First Business Day on which the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (ia) a completed Exercise Agreement, as described in Section 1.3paragraph 2C below, executed by the person or entity Holder, exercising all or part of the purchase rights represented by this Warrant ("Purchaser")pursuant to paragraph 2A above; (iib) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5)Warrant; and (iiic) Unless any of the Cashless following forms of payment that in the aggregate will be equal to the Exercise Option provided under Section 1.6 below Price (as such term is utilized, defined in Part 3 hereof) multiplied by the number of shares of Common Stock being purchased upon such exercise: (1) a wire transfer or cashier's check payable to the Company in an amount equal in U.S. dollars, (2) the delivery by the Holder of indebtedness or other obligations of the Company to the product Holder to be cancelled by the Company, valued at the then-outstanding aggregate amount of outstanding principal of, premium (if any) of, and accrued and unpaid interest on, such indebtedness or (3) a combination of (1) and (2) above. In lieu of the Exercise Price multiplied payment required by this paragraph 2B(i)(c), Holder may exercise the number of shares of Warrant Stock being purchased upon such exerciseConversion Right set forth in paragraph 2E hereof. (bii) The Company shall will use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser Holder certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant within ten two (2) business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised or converted, the Company will prepare a new Warrant, substantially identical hereto, representing the rights, formerly represented by this Warrant, which have not expired or been exercised or converted and will, within such two-day period, deliver such new Warrant to the Holder. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall will be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime. (eiv) The Company will pay all taxes (other than any income taxes or other similar taxes), if any, attributable to the initial issuance of certificates for the Warrant and the issuance of the shares of Warrant Common Stock upon the exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant StockWarrant; provided, however, that the Company shall not be required to pay any income tax to or taxes which the Registered Holder or the Purchaser may be subject payable in connection with respect of the transfer of any Warrant, and no such issuance, delivery or transfer shall be made unless and until the person requesting such issuance or transfer has paid to the Company the amount of this Warrant any such tax, or any Warrant Stockhas established, to the satisfaction of the Company, that no such tax is payable or such tax has been paid. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall bewill, upon payment of the Exercise PricePrice therefor, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable and free from all liens, restrictions, encumbrances, liens and charges. (f) Each party shall assist and cooperate with each other party charges with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrantthe issuance thereof.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"Time”): (ia) a completed Exercise Agreement, as described in Section 1.31C below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5)6 hereof; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. exercise (bthe “Aggregate Exercise Price”), or (2) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver a written notice to the Company that the Purchaser certificates for is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of shares of Warrant Stock issuable upon such exercise of this the Warrant within ten business days after which, when multiplied by the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all Market Price of the Warrant Stock, is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (ii) Certificates for shares of Warrant Stock purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within five Business Days after the date of the Exercise Time. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within ten business days after such five-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunderAgreement. (diii) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall beshall, upon payment of the Exercise PricePrice therefor, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable and free from all liens, restrictions, encumbrances, taxes and chargescharges with respect to the issuance thereof. (fv) Each party The Company shall not close its books against the transfer of this Warrant or of any share of Warrant Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Warrant Stock acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. (vi) The Company shall assist and cooperate with each other party with respect any Registered Holder or Purchaser required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection with, with any exercise of this WarrantWarrant (including making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of this Warrant is to be made in connection with a registered public offering, the sale of the Company or any other transaction, such exercise may, at the election of the holder hereof, be conditioned upon the consummation of the public offering, the sale of the Company or other transaction, in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Warrant Stock solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Warrant Stock issuable upon the exercise of all outstanding Warrants. The Company shall take all such actions as may be necessary to assure that all such shares of Warrant Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Warrant Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of Warrant Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrants.

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal stock transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of the Exercise Price (adjusted as herein provided if applicable) or on a cashless basis pursuant to Section 6(d), if applicable, for the number of Warrant Shares in respect of which such items Warrants are then exercised. Payment of the aggregate Exercise Price (unless on a cashless basis pursuant to Section 6(d)) shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed made by the person certified or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or official bank check payable to the order of the Company in an amount equal New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the product provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price multiplied by or on a cashless basis pursuant to Section 6(d), if applicable, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of shares of full Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser be named therein shall be deemed for all purposes to have become the a holder of record holder of such Warrant Stock at Shares as of the date of the surrender of such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise Warrants and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise PricePrice or on a cashless basis pursuant to Section 6(d), or utilization if applicable. The Warrants shall be exercisable, at the election of the Cashless Exercise Optionholders thereof, duly authorizedeither in full or from time to time in part and, validly in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, fully paid and nonassessable the Warrant Agent is hereby irrevocably authorized to countersign and free from all liens, restrictions, encumbrancesto deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and charges. (f) Each party the Company, whenever required by the Warrant Agent, shall assist supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and cooperate with each other party shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to any required governmental filings or governmental approvals prior to, or in connection with, any Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this WarrantAgreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Private Warrant shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. (a) This A Warrant may be exercised by delivering all of the following items upon surrender to the Company at its the principal stock transfer office (of the date Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on which the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company shall receive all of the Exercise Price (adjusted as herein provided if applicable) or on a cashless basis pursuant to Section 6.4, if applicable, for the number of Warrant Shares in respect of which such items Warrants are then exercised. Payment of the aggregate Exercise Price (unless on a cashless basis pursuant to Section 6.4) shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed made by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or certified check payable to the order of the Company in an amount equal New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the product provisions of Sections 6.5 and 7 hereof, upon such surrender of Warrants and payment of the Exercise Price multiplied by or on a cashless basis pursuant to Section 6.4, if applicable, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of shares of full Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser be named therein shall be deemed for all purposes to have become the a holder of record holder of such Warrant Stock at Shares as of the date of the surrender of such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise Warrants and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise PricePrice or on a cashless basis pursuant to Section 6.4, or utilization if applicable. The Warrants shall be exercisable, at the election of the Cashless Exercise Optionholders thereof, duly authorizedeither in full or from time to time in part and, validly in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, fully paid and nonassessable the Warrant Agent is hereby irrevocably authorized to countersign and free from all liens, restrictions, encumbrancesto deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and charges. (f) Each party the Company, whenever required by the Warrant Agent, shall assist supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and cooperate with each other party shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to any required governmental filings or governmental approvals prior to, or in connection with, any Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this WarrantAgreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsors’ Warrant shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. (ai) This Warrant may will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"”): (ia) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I1, evidencing executed by the assignment of this Warrant to Holder (the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5“Purchaser”); and (iiib) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer certified check or check other immediately available funds payable to the Company in an amount equal to the sum of the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exercise. (bii) The Company shall use its best efforts to cause Certificates for the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten (10) business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, but the Company will prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Company will, within such ten (10) day period, deliver such new Warrant to the Holder at the address set forth in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Datethis Warrant. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant shares of Common Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued transferred to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise Date. (eiv) The issuance of certificates for shares of Warrant Common Stock upon the exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the related issuance of shares of Warrant Stockshares; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser that may be subject payable in connection with respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant, and that the Company shall not be required to issue or deliver any such certificate or instrument unless and until the person or persons requiring the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (v) The registration rights for the shares of Common Stock underlying the Warrant or any Warrant Stockare as set forth in the Memorandum. Each share Unless the Company shall have registered the shares of Warrant Common Stock underlying this Warrant, the shares of Common Stock issuable upon the exercise of this Warrant shall be, upon payment will be “restricted securities” as that term is defined in the 1933 Act. The Company may insert the following or similar legend on the face of the Exercise Pricecertificates evidencing shares of Common Stock if required in compliance with state securities laws: "These securities have not been registered under any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under any applicable state securities laws, or utilization an opinion of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free counsel satisfactory to counsel to AnythingIT Inc. that an exemption from all liens, restrictions, encumbrances, and chargesregistration under any applicable state securities laws is available. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant."

Exercise Procedure. (a) This Warrant may will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"”): (i) a completed Exercise Agreement, Notice as described in Section 1.32.4 hereof, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (ii) this Warrant; (iii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached hereto as set forth in Exhibit IB hereto, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed together with any documentation required pursuant to have complied with Section 5)8(a) hereof; and (iiiiv) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the order of the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause As soon as practicable after the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant in full or in part, and in any event within ten business (10) days after the Exercise Date, but in no event shall such certificates the Company at its expense will cause to be issued in the name of and delivered later than 15 business days after to the Exercise DatePurchaser, or as the Purchaser (upon payment by the Purchaser of any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which the Purchaser shall be entitled upon such exercise, together with any other stock or other securities and property (including cash, where applicable) to which the Purchaser is entitled upon exercise. (c) In the event that Unless this Warrant shall be exercised for less than has expired or all of the Warrant Stockpurchase rights represented hereby have been exercised, the Company shallat its expense will, within ten business (10) days after the Exercise Date, execute issue and deliver to or upon the order of the Purchaser a replacement new Warrant or Warrants of like tenor tenor, in the name of the Purchaser or as the Purchaser (upon payment by the Purchaser of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the balance number of the Warrant shares of Common Stock that may be purchased hereunderremaining issuable under this Warrant. (d) The Warrant Common Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Common Stock upon exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Common Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist The holder represents and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, warrants that at the time of any exercise of this warrant the holder is an “accredited investor,” as such term is defined in Rule 501 promulgated under the Securities Act and acknowledges and agrees that the Company may, in its sole discretion, (i) require, as a condition to the exercise of this Warrant, that the holder provide such written evidence that such holder is an accredited investor as the time of exercise, and (ii) decline to issue the shares of Common Stock issuable upon such exercise if the Company is not satisfied that this warrant may be exercised by the holder pursuant to a valid registration exemption from the Securities Act and any applicable state securities law.

Exercise Procedure. (a) This Warrant may be exercised by delivering all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.31C below, executed by the person or entity Person exercising all or part any portion of the purchase rights represented by this Warrant (the "Purchaser");; --------- (iib) this Warrant; and (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II ---------- hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5); and7 hereof. (ii) Certificates evidencing the Warrant Shares purchased upon exercise of all or any portion of this Warrant shall be delivered by the Company to the Purchaser within five business days after date of the Exercise Time. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock Shares at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of evidencing Warrant Stock Shares upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant StockShares. Each share of Warrant Stock Share issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable and free from all liens, restrictions, encumbrances, liens and chargescharges with respect to the issuance thereof. (fv) Each party The Company shall not close its books against the transfer of this Warrant or of any Warrant Share issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Warrant Shares obtainable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. (vi) The Company shall assist and cooperate with each other party with respect any Registered Holder or Purchaser required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection withwith any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company (whether by merger, sale of stock or otherwise), the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or the sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized capital stock the number of shares of its Preferred Stock issuable upon the exercise of this Warrant solely for the purpose of issuance upon the exercise of this Warrant. The Company shall take all such actions as may be necessary to assure that all such Warrant Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Warrant Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of its Preferred Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of this Warrant.

Exercise Procedure. (a) This Warrant may will be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (i) a completed Exercise Agreement, as described in Section 1.3paragraph 1C below, executed by the person or entity Registered Holder exercising all or part of the purchase rights represented by this Warrant ("Purchaser")Warrant; (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5)Warrant; and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price (as such term is defined in Section 2) multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the "Aggregate Exercise Price"). (b) The Company shall use its best efforts to cause As soon as practicable following the transfer agent of its securities to issue and deliver to the Purchaser Exercise Time, certificates for shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Company to the Registered Holder. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and will, as soon as practicable following the Exercise Time, deliver such new Warrant to the Registered Holder. (c) The Common Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued to the Purchaser Registered Holder at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall Registered Holder will be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime. (ed) The issuance of certificates for shares of Warrant Common Stock upon exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Common Stock; provided, however, that but the Company shall not be required obligated to pay any income tax transfer taxes with respect to which the Registered Holder this Warrant or the Purchaser may be subject in connection with shares of Common Stock unless reimbursed thereafter by the issuance transferee or transferor. (e) The Company will not close its books against the transfer of this Warrant or of any Warrant Stock. Each share of Warrant Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. (f) The Company shall be, at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon payment exercise of the Exercise PriceWarrants, or utilization such number of shares of Common Stock issuable upon the Cashless Exercise Optionexercise of all outstanding Warrants. All shares of Common Stock which are so issuable shall, when issued, be duly authorized, and validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesshares of Common Stock of the Company. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This Warrant may be exercised by delivering all At such times, and upon such representations and agreements, upon delivery of the following items Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date that the Aggregate Exercise Price is paid to the Company at (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and an effective registration statement is available for the issuance of the Warrant Shares credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its principal office designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the later of (x) the Date of Exercise of the relevant Warrant and (y) the date on which the Company Holder shall receive all have delivered to the Warrant Agent (A) the Form of such items shall be referred Election to as Purchase attached thereto (with the "Warrant Shares Exercise Date"): Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), appropriately completed and duly signed, and (iB) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name case of the Purchasera Cash Exercise, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product payment of the Exercise Price multiplied by in accordance with Section 10 for the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred Shares so indicated by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not Holder to be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargespurchased. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This Warrant may be exercised by delivering all the Registered Holder in whole or in part (but not as to fractional shares of Warrant Stock) by the following items surrender of this Warrant and delivery of an executed Notice of Exercise in the form appended hereto duly executed by the Registered Holder to the Company at its principal office (at any time or times during the date on Exercise Period accompanied by payment for the Warrant Stock as to which this Warrant is being exercised by wire transfer to an account designated by the Company shall receive all or by certified or bank check. In the event of a partial exercise of this Warrant, this Warrant will be canceled and the Company will deliver a new Warrant of like tenor representing the balance of the shares of Warrant Stock purchasable hereunder. This Warrant will be deemed to have been exercised as such items shall be referred to as time (the "Exercise Date"): (i) a completed as the Company has received the Notice of Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented accompanied by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, and a wire transfer or check payable to an account designated by the Company or a certified or bank check in an the amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock for which the Warrant is being purchased upon such exercise. exercised. Alternatively, the Registered Holder may elect to exercise the rights represented by this Warrant in whole or in part (bbut not as to fractional shares of Warrant Stock) The Company by the surrender of this Warrant and delivery of an executed Notice of Exercise specifying that the Warrant shall use its best efforts to cause be exercised, and the transfer agent of its securities to issue and deliver exercise price therefor paid, by the Company's issuing to the Purchaser certificates for Registered Holder a number of shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after computed using the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. following formula: X = Y (cA-B) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.------- A

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"Time”): (ia) a completed Exercise Agreement, as described in Section 1.32D below and in the form set forth in Exhibit I hereto, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case together with such reasonably requested supporting documentation and/or information relating thereto, if any, as the Registered Holder will be deemed to have complied with Section 5)Company has theretofore requested; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the “Aggregate Exercise Price”) or (2) a written notice to the Company that the Purchaser is executing a cashless exercise of the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance the number of shares of Common Stock issuable upon such exercise of the Warrant that, when multiplied by the Current Market Price of the Common Stock, is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business days (10) Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical to this Warrant, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such ten (10) Business Day period, deliver such new Warrant to the Registered Holder. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime, but if the Company shall have notified the Purchaser, in writing, that additional documentation and/or information is required to effect the exercise of this Warrant, for the purpose of Section 2B(i)(c), the “Exercise Time” shall be the time when the Company receives such documentation and/or information. (eiv) The issuance of certificates for shares of Warrant Common Stock upon on exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall beshall, upon on payment of the Exercise PricePrice therefor, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable and free from all lienstaxes, restrictions, encumbrances, liens and chargescharges with respect to the issuance thereof. (fv) Each party The Company shall not close its books against the transfer of this Warrant or of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Common Stock acquirable on exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. (vi) The Company shall, at the Registered Holder’s or Purchaser’s expense, except as provided in this Warrant, assist and cooperate with each other party with respect any Registered Holder or Purchaser required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection withwith any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of a Registered Holder hereof, be conditioned on the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance on the exercise of the Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding Warrants. The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange on which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance on exercise of the Warrants. (ix) On any exercise of this Warrant, the Company may require customary investment representations from a Registered Holder and the Purchaser to assure that the issuance of the Common Stock hereunder shall not require registration or qualification under the Securities Act or any applicable state securities laws and such Registered Holder or the Purchaser, as the case may be, agrees promptly to provide such investment representations to the Company.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise DateTime"): (ia) a completed Exercise Agreement, as described in Section 1.31C below, executed by the person or entity Person exercising all or part any portion of the purchase rights represented by this Warrant (the "Purchaser"); (iib) this Warrant; and (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5); and7 hereof. (ii) Certificates evidencing the Warrant Shares purchased upon exercise of all or any portion of this Warrant shall be delivered by the Company to the Purchaser within five business days after date of the Exercise Time. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock Shares at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of evidencing Warrant Stock Shares upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant StockShares. Each share of Warrant Stock Share issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable and free from all liens, restrictions, encumbrances, liens and chargescharges with respect to the issuance thereof. (fv) Each party The Company shall not close its books against the transfer of this Warrant or of any Warrant Share issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Warrant Shares obtainable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. (vi) The Company shall assist and cooperate with each other party with respect any Registered Holder or Purchaser required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection withwith any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company (whether by merger, sale of stock or otherwise), the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or the sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized capital stock the number of shares of its Preferred Stock issuable upon the exercise of this Warrant solely for the purpose of issuance upon the exercise of this Warrant. The Company shall take all such actions as may be necessary to assure that all such Warrant Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Warrant Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of its Preferred Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of this Warrant.

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering when the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"Time”): (ia) a completed Exercise Agreement, as described in Section 1.32D below and in the form set forth in Exhibit I hereto, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case together with such reasonably requested supporting documentation and/or information relating thereto, if any, as the Registered Holder will be deemed to have complied with Section 5)Company has theretofore requested; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the “Aggregate Exercise Price”) or (2) a written notice to the Company that the Purchaser is executing a cashless exercise of the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance the number of shares of Common Stock issuable upon such exercise of the Warrant that, when multiplied by the Current Market Price of the Common Stock, is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten business days (10) Business Days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical to this Warrant, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such ten (10) Business Day period, deliver such new Warrant to the Registered Holder. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime, but if the Company shall have notified the Purchaser, in writing, that additional documentation and/or information is required to effect the exercise of this Warrant, for the purpose of Section 2B(i)(c), the “Exercise Time” shall be the time when the Company receives such documentation and/or information. (eiv) The issuance of certificates for shares of Warrant Common Stock upon on exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall beshall, upon on payment of the Exercise PricePrice therefor, or utilization of the Cashless Exercise Option, duly authorized, validly issued, be fully paid and nonassessable non-assessable and free from all lienstaxes, restrictions, encumbrances, liens and chargescharges with respect to the issuance thereof. (fv) Each party The Company shall not close its books against the transfer of this Warrant or of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Common Stock acquirable on exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. (vi) The Company shall assist and cooperate with each other party with respect any Registered Holder or Purchaser, at the Registered Holder’s or Purchaser’s expense, except as provided herein, required to make any required governmental filings or obtain any governmental approvals prior to, to or in connection withwith any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of a Registered Holder hereof, be conditioned on the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance on the exercise of the Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding Warrants. The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange on which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance on exercise of the Warrants. (ix) On any exercise of this Warrant, the Company may require customary investment representations from a Registered Holder and the Purchaser to assure that the issuance of the Common Stock hereunder shall not require registration or qualification under the Securities Act or any applicable state securities laws and such Registered Holder or the Purchaser, as the case may be, agrees promptly to provide such investment representations to the Company.

Exercise Procedure. (a) This Warrant may will be deemed to have been exercised by delivering at such time as the Company is deemed to have received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, Subscription Agreement in the form attached hereto as described in Section 1.3, Annex B executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); (ii) this Warrant; (iii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, Assignments evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed together with any documentation required pursuant to have complied with Section 5)7(a) hereof; and (iiiiv) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the order of the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause As soon as practicable after the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant in full or in part, and in any event within ten business three trading days after the Exercise Date, but in no event shall such certificates the Company at its expense will cause to be issued in the name of and delivered later than 15 business days after to the Exercise DatePurchaser, or as the Purchaser (upon payment by the Purchaser of any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock (or Other Securities) to which the Purchaser is entitled upon such exercise, together with any other stock or other securities and property (including cash, where applicable) to which the Purchaser is entitled upon exercise. (c) In the event that Unless this Warrant shall be exercised for less than has expired or all of the Warrant Stockpurchase rights represented hereby have been exercised, the Company shallat its expense will, within ten business days after the Exercise Date, execute issue and deliver to or upon the Purchaser order of the Holder hereof a replacement new Warrant or Warrants of like tenor tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the balance number of the Warrant shares of Common Stock that may be purchased hereunderremaining issuable under this Warrant. (d) The Warrant Common Stock (or Other Securities) issuable upon the exercise of this Warrant shall will be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time (or Other Securities) on the Exercise Date. (e) The issuance of certificates for shares of Warrant Common Stock (or Other Securities) upon exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder Common Stock (or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and chargesOther Securities). (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) This Warrant may will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3below, executed by the person or entity Person exercising all or part of the purchase rights right represented by this Warrant (the "Purchaser"); (ii) this Warrant; (iii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached hereto as set forth in Exhibit III hereto, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5)Purchaser; and (iiiiv) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Stock issuable purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, but the Company will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised. The Company will, within such ten-day period, deliver such new Warrant to the Person designated for delivery in no event shall such certificates be issued and delivered later than 15 business days after the Exercise DateAgreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become been the record holder of such Warrant Stock at such time on the Exercise Date. (ed) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided. The Company shall not, however, that the Company shall not be required to pay any income tax to which may be payable in respect of any transfer, in whole or in part, of this Warrant (including the issuance of new Warrants in connection therewith or the delivery of stock certificates in a name other than that of the Registered Holder or of this Warrant presented for exercise, and any such tax shall be paid by such Registered Holder at the Purchaser may be subject in connection with time of presentation. (e) The Company will not close its books for the issuance transfer of this Warrant or of any Warrant Stock. Each share of Warrant Stock issued or issuable upon the exercise of on this Warrant shall be, upon payment of in any manner which interferes with the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any timely exercise of this Warrant.

Exercise Procedure. (ai) This Warrant may will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (ia) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I1, evidencing executed by the assignment of this Warrant to Holder (the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5"Purchaser"); and (iiib) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer certified check or check other immediately available funds payable to the Company in an amount equal to the sum of the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exercise. (bii) The Company shall use its best efforts to cause Certificates for the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten (10) business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, but the Company will prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Company will, within such ten (10) day period, deliver such new Warrant to the Holder at the address set forth in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Datethis Warrant. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant shares of Common Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued transferred to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise Date. (eiv) The issuance of certificates for shares of Warrant Common Stock upon the exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the related issuance of shares of Warrant Stockshares; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser that may be subject payable in connection with respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant Warrant, and that the Company shall not be required to issue or deliver any Warrant Stock. Each share such certificate or instrument unless and until the person or persons requiring the issue thereof shall have paid to the Company the amount of Warrant such tax or shall have established to the satisfaction of the Company that such tax has been paid. (v) Unless the Company shall have registered the shares of Common Stock underlying this Warrant, the shares of Common Stock issuable upon the exercise of this Warrant shall be, upon payment will be "restricted securities" as that term is defined in the Securities Act of 1933. The Company may insert the following or similar legend on the face of the Exercise Pricecertificates evidencing shares of Common Stock if required in compliance with state securities laws: "These securities have not been registered under any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under any applicable state securities laws, or utilization an opinion of counsel satisfactory to counsel to the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free Company that an exemption from all liens, restrictions, encumbrances, and chargesregistration under any applicable state securities laws is available. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant."

Exercise Procedure. (a) This Warrant may be exercised by delivering all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 54); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or cashier's check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

Exercise Procedure. (a) a. This Warrant may be exercised by delivering all in whole or in part at any time during the Exercise Period, provided however, if the last day of the following items Exercise Period is a day on which federal or state chartered banking institutions located in the State of Florida are authorized by law to close, then the last day of the Exercise Period shall be deemed to be the next succeeding day which shall not be such a day, by presentation and surrender to the Company Corporation at its principal office of this Warrant accompanied by the form of Exercise Agreement attached hereto as Exhibit 1 signed by the Holder and upon payment of the Exercise Price for the Common Stock purchased thereby, by cashier's check or by wire transfer of immediately available funds. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of a number of shares of Common Stock equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the volume weighted average price (“VWAP”) on the Trading Day immediately preceding the date on which the Company shall receive all of such items shall be referred Holder elects to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by exercise this Warrant ("Purchaser")by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise; (iiB) if this Warrant is not registered in = the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment Exercise Price of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5)Warrant, as adjusted hereunder; and (iiiX) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by = the number of shares of Warrant Common Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. b. Certificates for the shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Corporation to the Holder within ten five (5) business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that . Unless this Warrant shall be exercised for less than has expired or all of the Warrant Stockpurchase rights represented hereby have been exercised, the Company shallCorporation will prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Corporation will, within ten business days after the Exercise Datesuch five (5) day period, execute and deliver such new Warrant to the Purchaser a replacement Warrant of like tenor for Holder at the balance of the Warrant Stock that may be purchased hereunderaddress set forth in this Warrant. (d) c. The Warrant shares of Common Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued transferred to the Purchaser at 5:00 p.m. (Chicago time) Holder on the Exercise Date, and the Purchaser shall Holder will be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise Date. (e) d. The issuance of certificates for shares of Warrant Common Stock upon the exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for of any issuance tax with in respect thereto thereof or any other cost incurred by the Company Corporation in connection with such exercise and related transfer of the related issuance of shares of Warrant Stockshares; provided, however, that the Company Corporation shall not be required to pay any income tax to which the Registered Holder or the Purchaser that may be subject payable in connection with respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant Warrant, and that the Corporation shall not be required to issue or deliver any Warrant Stock. Each share such certificate or instrument unless and until the person or persons requiring the issue thereof shall have paid to the Corporation the amount of Warrant such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. e. Unless the shares of Common Stock issuable upon the exercise of this Warrant shall behave been registered under the Securities Act of 1933, upon payment as amended (the “Act”) such shares will be “restricted securities” as that term is defined in the Act. The Corporation may insert the following or similar legend on the face of the Exercise Pricecertificates evidencing shares of Common Stock if required in compliance with state securities laws: "These securities have not been registered under any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under any applicable state securities laws, or utilization an opinion of counsel satisfactory to counsel to the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free Corporation that an exemption from all liens, restrictions, encumbrances, and chargesregistration under any applicable state securities laws is available. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant."

Exercise Procedure. (ai) This Warrant may shall be deemed to have been exercised by delivering all when there shall have been delivered to the office of the Company, 2000 Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxx 00000, marked to the attention of the Company’s chief financial officer, the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"Time”): (ia) a completed Exercise Agreement, as described in Section 1.3paragraph 1C below, executed by the person or entity Person exercising all or part of the purchase rights represented by this Warrant ("the “Purchaser"”); (iib) this Warrant; (c) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, Assignments in the form attached set forth in Exhibit II hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (Purchaser, in which case the Registered Holder will be deemed to shall have complied with the provisions set forth in Section 5)8 hereof; and (iiid) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, either (1) a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exerciseexercise (the “Aggregate Exercise Price”) or (2) a written notice to the Company that the Purchaser is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Market Price of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (bii) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates Certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten seven business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after date of the Exercise DateTime. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such seven-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (diii) The Warrant Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise DateTime, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise DateTime. (eiv) The issuance of certificates for shares of Warrant Common Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Common Stock. Each share of Warrant Common Stock issuable upon exercise of this Warrant shall beshall, upon payment of the Exercise PricePrice therefor, be fully paid and nonassessable and free from all liens and charges (other than any created by the Registered Holder) with respect to the issuance thereof or utilization otherwise. (v) The Company shall not close its books against the transfer of this Warrant or of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to ensure that the par value per share of the Cashless unissued Common Stock acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise OptionPrice then in effect. (vi) The Company shall use reasonable efforts to assist and cooperate with any Registered Holder or Purchaser required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of the holder hereof and upon delivery of the items required by Section 1 B(i), be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until, and the Effective Time shall be deemed to occur upon, the consummation of such transaction. (viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding Warrants. All shares of Common Stock which are so issuable shall, when issued, be duly authorized, and validly issued, fully paid and nonassessable and free from all lienstaxes, restrictions, encumbrances, liens and charges. charges (f) Each party other than any created by the Registered Holder). The Company shall assist and cooperate with each other party with respect take all such actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation by the Company of any required governmental filings applicable law or governmental approvals prior to, regulation or in connection with, any exercise requirement of this Warrantany domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

Exercise Procedure. (a) i. This Warrant may will be deemed to have been exercised by delivering at such time as the Company has received all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "“Exercise Date"”): (i) a. a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I1, evidencing executed by the assignment of this Warrant to Holder (the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5“Purchaser”); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, b. a wire transfer certified check or check payable other manner of payment acceptable to the Company in an amount equal to the sum of the product of the Exercise Price multiplied by the number of shares of Warrant Common Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause ii. Certificates for the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Common Stock issuable purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten twenty (20) business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that . Unless this Warrant shall be exercised for less than has expired or all of the Warrant Stockpurchase rights represented hereby have been exercised, the Company shallwill prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Company will, within ten business days after the Exercise Datesuch twenty (20) day period, execute and deliver such new Warrant to the Purchaser a replacement Warrant of like tenor for Holder at the balance of the Warrant Stock that may be purchased hereunderaddress set forth in this Warrant. (d) iii. The Warrant shares of Common Stock issuable upon the exercise of this Warrant shall will be deemed to have been issued transferred to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall will be deemed for all purposes to have become the record holder of such Warrant Common Stock at such time on the Exercise Date. (e) iv. The issuance of certificates for shares of Warrant Common Stock upon the exercise of this Warrant shall will be made without charge to the Registered Holder or the Purchaser for any issuance tax with in respect thereto thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the related issuance of shares of Warrant Stockshares; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser that may be subject payable in connection with respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant, and that the Company shall not be required to issue or deliver any such certificate or instrument unless and until the person or persons requiring the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. v. Unless the underlying shares of Common Stock are registered, sales of the securities may only be made pursuant to Rule 144 under the Securities Act of 1933 (the “Act”) at such time as the Company as well as the Holder is able to effect sales of the Warrant (including the shares of Common Stock underlying the Warrant pursuant to Rule 144 or other applicable exemption). The Holder shall have the right to exercise all or apportion of this Warrant as follows: a. The completion of any required registration or other qualification of such shares under any federal or state law o under the rulings or regulations of the Securities and Exchange Commission or any Warrant Stock. Each share other government regulatory body which is necessary; b. The obtaining of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment any approval or other clearance from any federal or state government agency which is necessary; c. The obtaining from the registered owner of the Exercise PriceWarrant, or utilization as required in the sole judgment of the Cashless Exercise OptionCompany, duly authorized, validly issued, fully paid a representation in writing that the owner is acquiring such Common Shares for the owner’s own account for investment and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate not with each other party with respect to any required governmental filings or governmental approvals prior a view to, or for sale in connection with, the distribution of any exercise part thereof, if the Warrants and the related shares have not been registered under the Act; and d. The placing on the certificate, as required in the sole judgment of the Company, of an appropriate legend and the issuance of stop transfer instructions in connection with this Warrant.Warrant and the underlying shares of Common Stock to the following effect: